{"id":38455,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2006-stock-incentive-plan-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2006-stock-incentive-plan-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2006-stock-incentive-plan-time-warner.html","title":{"rendered":"2006 Stock Incentive Plan – Time Warner"},"content":{"rendered":"

TIME WARNER INC.<\/strong>2006 STOCK INCENTIVE PLAN<\/strong><\/p>\n

1. Purpose of the Plan<\/strong> The purpose of the Plan is
\nto aid the Company and its Affiliates in recruiting and retaining employees,
\ndirectors and advisors and to motivate such employees, directors and advisors to
\nexert their best efforts on behalf of the Company and its Affiliates by
\nproviding incentives through the granting of Awards. The Company expects that it
\nwill benefit from the added interest which such employees, directors and
\nadvisors will have in the welfare of the Company as a result of their
\nproprietary interest in the Company’s success. 2. Definitions<\/strong>
\n The following capitalized terms used in the Plan have the respective
\nmeanings set forth in this Section:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Act<\/strong><\/u>” <\/strong><\/p>\n

means The Securities Exchange Act of 1934, as amended, or any successor
\nthereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Affiliate<\/strong><\/u>” <\/strong><\/p>\n

means any entity that is consolidated with the Company for financial
\nreporting purposes or any other entity designated by the Board in which the
\nCompany or an Affiliate has a direct or indirect equity interest of at least
\ntwenty percent (20%), measured by reference to vote or value.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Award<\/strong><\/u>” <\/strong><\/p>\n

means an Option, Stock Appreciation Right, Restricted Stock or Other
\nStock-Based Award granted pursuant to the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Board<\/strong><\/u>” <\/strong><\/p>\n

means the Board of Directors of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Change in Control<\/strong><\/u>”
\n<\/strong><\/p>\n

means the occurrence of any of the following events:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) any “Person” within the meaning of Section 13(d)(3) or 14(d)(2)
\nof the Act (other than the Company or any company owned, directly or indirectly,
\nby the shareholders of the Company in substantially the same proportions as
\ntheir ownership of stock of the Company) becomes the “Beneficial Owner” within
\nthe meaning of Rule 13d-3 promulgated under the Act of 30% or more of the
\ncombined voting power of the then outstanding securities of the Company entitled
\nto vote generally in the election of directors; excluding<\/u>,
\nhowever<\/u>, any circumstance in which such beneficial ownership resulted
\nfrom any acquisition by an employee benefit plan (or related trust) sponsored or
\nmaintained by the Company or by any<\/p>\n

\n<\/p>\n

2 corporation controlling, controlled by, or under common control with, the
\nCompany; (ii) a change in the composition of the Board since the
\nEffective Date, such that the individuals who, as of such date, constituted the
\nBoard (the “Incumbent Board<\/strong><\/u>“) cease for any reason to
\nconstitute at least a majority of such Board; provided that<\/u> any
\nindividual who becomes a director of the Company subsequent to the Effective
\nDate whose election, or nomination for election by the Company’s stockholders,
\nwas approved by the vote of at least a majority of the directors then comprising
\nthe Incumbent Board shall be deemed a member of the Incumbent Board; and
\nprovided further<\/u>, that any individual who was initially elected as a
\ndirector of the Company as a result of an actual or threatened election contest,
\nas such terms are used in Rule 14a-12 of Regulation 14A promulgated under the
\nAct, or any other actual or threatened solicitation of proxies or consents by or
\non behalf of any person or Entity other than the Board shall not be deemed a
\nmember of the Incumbent Board; (iii) a reorganization,
\nrecapitalization, merger or consolidation (a “Corporate
\nTransaction<\/strong><\/u>“) involving the Company, unless securities representing
\n60% or more of the combined voting power of the then outstanding voting
\nsecurities entitled to vote generally in the election of directors of the
\nCompany or the corporation resulting from such Corporate Transaction (or the
\nparent of such corporation) are held subsequent to such transaction by the
\nperson or persons who were the beneficial holders of the outstanding voting
\nsecurities entitled to vote generally in the election of directors of the
\nCompany immediately prior to such Corporate Transaction, in substantially the
\nsame proportions as their ownership immediately prior to such Corporate
\nTransaction; or (iv) the sale, transfer or other disposition of all or
\nsubstantially all of the assets of the Company.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Code<\/strong><\/u>” <\/strong><\/p>\n

means The Internal Revenue Code of 1986, as amended, or any successor
\nthereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Committee<\/strong><\/u>” <\/strong><\/p>\n

means the Compensation and Human Development Committee of the Board or its
\nsuccessor, or such other committee of the Board to which the Board has delegated
\npower to act under or pursuant to the provisions of the Plan or a subcommittee
\nof the Compensation and Human Development Committee (or such other committee)
\nestablished by the Compensation and Human Development Committee or such other
\ncommittee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Company<\/strong><\/u>” <\/strong><\/p>\n

means Time Warner Inc., a Delaware corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

3<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Effective Date<\/strong><\/u>” <\/strong><\/p>\n

means the date the Board approved the Plan (March 23, 2006).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Employment<\/strong><\/u>” <\/strong><\/p>\n

means (i) a Participant’s employment if the Participant is an employee of the
\nCompany or any of its Affiliates and (ii) a Participant’s services as a
\nnon-employee director, if the Participant is a non-employee member of the Board
\nor the board of directors of an Affiliate; provided<\/u>, however<\/u> that
\nunless otherwise determined by the Committee, a change in a Participant’s status
\nfrom employee to non-employee (other than a director of the Company or an
\nAffiliate) shall constitute a termination of employment hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Fair Market Value<\/strong><\/u>”
\n<\/strong><\/p>\n

means, on a given date, (i) if there should be a public market for the Shares
\non such date, (x) prior to October 1, 2008, the average of the high and low
\nprices of the Shares on the New York Stock Exchange, or, if the Shares are not
\nlisted or admitted on any national securities exchange, the average of the per
\nShare closing bid price and per Share closing asked price on such date as quoted
\non the National Association of Securities Dealers Automated Quotation System (or
\nsuch market in which such prices are regularly quoted) (the “NASDAQ”), or, if no
\nsale of Shares shall have been reported on the New York Stock Exchange or quoted
\non the NASDAQ on such date, then the immediately preceding date on which sales
\nof the Shares have been so reported or quoted shall be used, and (y) on and
\nafter October 1, 2008, the closing sale price of the Shares on the New York
\nStock Exchange Composite Tape, or, if the Shares are not listed or admitted on
\nany national securities exchange, the average of the per Share closing bid price
\nand per Share closing asked price on such date as quoted on the National
\nAssociation of Securities Dealers Automated Quotation System (or such market in
\nwhich such prices are regularly quoted) (the “NASDAQ”), or, if no sale of Shares
\nshall have been reported on the New York Stock Exchange Composite Tape or quoted
\non the NASDAQ on such date, then the immediately preceding date on which sales
\nof the Shares have been so reported or quoted shall be used, and (ii) if there
\nshould not be a public market for the Shares on such date, the Fair Market Value
\nshall be the value established by the Committee in good faith.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>ISO<\/strong><\/u>” <\/strong><\/p>\n

means an Option that is also an incentive stock option granted pursuant to
\nSection 6(d).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Option<\/strong><\/u>” <\/strong><\/p>\n

means a stock option granted pursuant to Section 6.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

<\/td>\n\n

“Option Price<\/strong><\/u>” means the price for which a Share can
\nbe purchased upon exercise of an Option, as determined pursuant to Section 6(a).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Other Stock-Based Awards<\/strong><\/u>”
\n<\/strong><\/p>\n

means awards granted pursuant to Section 9.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

4<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Participant<\/strong><\/u>” <\/strong><\/p>\n

means an employee, prospective employee, director or advisor of the Company
\nor an Affiliate who is selected by the Committee to participate in the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Performance-Based Awards<\/strong><\/u>”
\n<\/strong><\/p>\n

means certain Other Stock-Based Awards granted pursuant to Section 9(b).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(r)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Plan<\/strong><\/u>” <\/strong><\/p>\n

means the Time Warner Inc. 2006 Stock Incentive Plan, as amended from time to
\ntime.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(s)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Restricted Stock<\/strong><\/u>”
\n<\/strong><\/p>\n

means any Share granted under Section 8.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(t)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Shares<\/strong><\/u>” <\/strong><\/p>\n

means shares of common stock of the Company, $.01 par value per share.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(u)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Stock Appreciation Right<\/strong><\/u>”
\n<\/strong><\/p>\n

means a stock appreciation right granted pursuant to Section 7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n“<\/strong>Subsidiary<\/strong><\/u>” <\/strong><\/p>\n

means a subsidiary corporation, as defined in Section 424(f) of the Code (or
\nany successor section thereto), of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. Shares Subject to the Plan<\/strong> The total number of
\nShares which may be issued under the Plan is 72,213,882, of which no more than
\n30% may be issued in the form of Restricted Stock or Other Stock-Based Awards
\npayable in Shares. The maximum aggregate number of Shares with respect to which
\nAwards may be granted during a calendar year, net of any Shares which are
\nsubject to Awards (or portions thereof) which, during such year, terminate or
\nlapse without payment of consideration, shall be equal to 1.5% of the number of
\nShares outstanding on December 31 of the preceding calendar year. The maximum
\nnumber of Shares with respect to which Awards may be granted during a calendar
\nyear to any Participant shall be 962,850; provided that<\/u> the maximum
\nnumber of Shares that may be awarded in the form of Restricted Stock or Other
\nStock-Based Awards payable in Shares during any calendar year to any Participant
\nshall be 288,855. The number of Shares available for issuance under the Plan
\nshall be reduced by the full number of Shares covered by Awards granted under
\nthe Plan (including, without limitation, the full number of Shares covered by
\nany Stock Appreciation Right, regardless of whether any such Stock Appreciation
\nRight or other Award covering Shares under the Plan is ultimately settled in
\ncash or by delivery of Shares); provided, however<\/u>, that the number of
\nShares covered by Awards (or portions thereof) that are forfeited or that
\notherwise terminate or lapse without the payment of consideration in respect
\nthereof shall again become available for issuance under the Plan; and
\nprovided further<\/u> that any Shares that are forfeited after the actual
\nissuance of such Shares to a Participant under the Plan shall not become
\navailable for re-issuance under the Plan. 4. Administration<\/strong>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

The Plan shall be administered by the Committee, which may delegate its
\nduties and powers in whole or in part to any subcommittee thereof consisting
\nsolely of at least two individuals who are intended to qualify as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

5<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

“independent directors” within the meaning of the New York Stock Exchange
\nlisted company rules, “Non-Employee Directors” within the meaning of Rule 16b-3
\nunder the Act (or any successor rule thereto) and, to the extent required by
\nSection 162(m) of the Code (or any successor section thereto), “outside
\ndirectors” within the meaning thereof. In addition, the Committee may delegate
\nthe authority to grant Awards under the Plan to any employee or group of
\nemployees of the Company or an Affiliate; provided that<\/u> such grants are
\nconsistent with guidelines established by the Committee from time to time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee shall have the full power and authority to make, and establish
\nthe terms and conditions of, any Award to any person eligible to be a
\nParticipant, consistent with the provisions of the Plan and to waive any such
\nterms and conditions at any time (including, without limitation, accelerating or
\nwaiving any vesting conditions). Awards may, in the discretion of the Committee,
\nbe made under the Plan in assumption of, or in substitution for, outstanding
\nawards previously granted by the Company or its affiliates or a company acquired
\nby the Company or with which the Company combines. The number of Shares
\nunderlying such substitute awards shall be counted against the aggregate number
\nof Shares available for Awards under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee is authorized to interpret the Plan, to establish, amend and
\nrescind any rules and regulations relating to the Plan, and to make any other
\ndeterminations that it deems necessary or desirable for the administration of
\nthe Plan, and may delegate such authority, as it deems appropriate. The
\nCommittee may correct any defect or supply any omission or reconcile any
\ninconsistency in the Plan in the manner and to the extent the Committee deems
\nnecessary or desirable. Any decision of the Committee in the interpretation and
\nadministration of the Plan, as described herein, shall lie within its sole and
\nabsolute discretion and shall be final, conclusive and binding on all parties
\nconcerned (including, but not limited to, Participants and their beneficiaries
\nor successors).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

The Committee shall require payment of any amount it may determine to be
\nnecessary to withhold for federal, state, local or other taxes as a result of
\nthe exercise, grant or vesting of an Award. Unless the Committee specifies
\notherwise, the Participant may elect to pay a portion or all of such withholding
\ntaxes by (a) delivery of Shares or (b) having Shares withheld by the Company
\nwith a Fair Market Value equal to the minimum statutory withholding rate from
\nany Shares that would have otherwise been received by the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5. Limitations<\/strong><\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

No Award may be granted under the Plan after the fifth anniversary of the
\nmeeting of shareholders of the Company at which the Plan is approved,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

6<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

but Awards granted prior to such fifth anniversary may extend beyond that
\ndate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

No Option or Stock Appreciation Right, once granted hereunder, may be
\nrepriced.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

With respect to any Awards granted to a Participant who is a non-employee
\nmember of the Board at the time of grant, such Awards shall be made pursuant to
\nformulas established by the Board in advance of such grant. Any such Awards
\nshall be made at the time such a Participant first becomes a member of the Board
\nand, thereafter, on an annual basis at or following the annual meeting of
\nstockholders. Such formulas may include any one or more of the following: (i) a
\nfixed number of Options or Stock Appreciation Rights, (ii) a fixed number of
\nShares of Restricted Stock or a number of Shares of Restricted Stock determined
\nby reference to a fixed dollar amount (calculated based on the Fair Market Value
\nof a Share on the date of grant), and (iii) Other Stock-Based Awards determined
\neither by reference to a fixed number of Shares or to a fixed dollar amount
\n(calculated based on the Fair Market Value of a Share on the date of grant).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6. Terms and Conditions of Options<\/strong> Options granted
\nunder the Plan shall be, as determined by the Committee, nonqualified or
\nincentive stock options for federal income tax purposes, as evidenced by the
\nrelated Award agreements, and shall be subject to the foregoing and the
\nfollowing terms and conditions and to such other terms and conditions, not
\ninconsistent therewith, as the Committee shall determine, and as evidenced by
\nthe related Award agreement:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\nOption Price<\/u><\/p>\n

. The Option Price per Share shall be determined by the Committee, but shall
\nnot be less than 100% of the Fair Market Value of a Share on the date an Option
\nis granted.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\nExercisability<\/u><\/p>\n

. Options granted under the Plan shall be exercisable at such time and upon
\nsuch terms and conditions as may be determined by the Committee, but in no event
\nshall an Option be exercisable more than ten years after the date it is granted,
\nexcept as may be provided pursuant to Section 15.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\nExercise of Options<\/u><\/p>\n

. Except as otherwise provided in the Plan or in an Award agreement, an
\nOption may be exercised for all, or from time to time any part, of the Shares
\nfor which it is then exercisable. For purposes of this Section 6, the exercise
\ndate of an Option shall be the date a notice of exercise is received by the
\nCompany, together with provision for payment of the full purchase price in
\naccordance with this Section 6(c). The purchase price for the Shares as to which
\nan Option is exercised shall be paid to the Company, as designated by the
\nCommittee, pursuant to one<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

7<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

or more of the following methods: (i) in cash or its equivalent (e.g., by
\ncheck); (ii) in Shares having a Fair Market Value equal to the aggregate Option
\nPrice for the Shares being purchased and satisfying such other requirements as
\nmay be imposed by the Committee; provided that<\/u> such Shares have been held
\nby the Participant for no less than six months (or such other period as
\nestablished from time to time by the Committee in order to avoid adverse
\naccounting treatment applying generally accepted accounting principles);
\n(iii) partly in cash and partly in such Shares or (iv) if there is a public
\nmarket for the Shares at such time, through the delivery of irrevocable
\ninstructions to a broker to sell Shares obtained upon the exercise of the Option
\nand to deliver promptly to the Company an amount out of the proceeds of such
\nSale equal to the aggregate Option Price for the Shares being purchased. No
\nParticipant shall have any rights to dividends or other rights of a stockholder
\nwith respect to Shares subject to an Option until the Shares are issued to the
\nParticipant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\nISOs<\/u><\/p>\n

. The Committee may grant Options under the Plan that are intended to be
\nISOs. Such ISOs shall comply with the requirements of Section 422 of the Code
\n(or any successor section thereto). No ISO may be granted to any Participant who
\nat the time of such grant, owns more than ten percent of the total combined
\nvoting power of all classes of stock of the Company or of any Subsidiary, unless
\n(i) the Option Price for such ISO is at least 110% of the Fair Market Value of a
\nShare on the date the ISO is granted and (ii) the date on which such ISO
\nterminates is a date not later than the day preceding the fifth anniversary of
\nthe date on which the ISO is granted. Any Participant who disposes of Shares
\nacquired upon the exercise of an ISO either (i) within two years after the date
\nof grant of such ISO or (ii) within one year after the transfer of such Shares
\nto the Participant, shall notify the Company of such disposition and of the
\namount realized upon such disposition. All Options granted under the Plan are
\nintended to be nonqualified stock options, unless the applicable Award agreement
\nexpressly states that the Option is intended to be an ISO. If an Option is
\nintended to be an ISO, and if for any reason such Option (or portion thereof)
\nshall not qualify as an ISO, then, to the extent of such nonqualification, such
\nOption (or portion thereof) shall be regarded as a nonqualified stock option
\ngranted under the Plan; provided<\/u> that<\/u> such Option (or portion
\nthereof) otherwise complies with the Plan’s requirements relating to
\nnonqualified stock options. In no event shall any member of the Committee, the
\nCompany or any of its Affiliates (or their respective employees, officers or
\ndirectors) have any liability to any Participant (or any other person) due to
\nthe failure of an Option to qualify for any reason as an ISO.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

<\/td>\nAttestation<\/u><\/p>\n

. Wherever in this Plan or any agreement evidencing an Award a Participant is
\npermitted to pay the exercise price of an Option or taxes relating to the
\nexercise of an Option by delivering Shares, the Participant may, subject to
\nprocedures satisfactory to the Committee, satisfy such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

8<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

delivery requirement by presenting proof of beneficial ownership of such
\nShares, in which case the Company shall treat the Option as exercised without
\nfurther payment and\/or shall withhold such number of Shares from the Shares
\nacquired by the exercise of the Option, as appropriate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7. Terms and Conditions of Stock Appreciation Rights<\/strong><\/p>\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\nGrants<\/u><\/p>\n

. The Committee may grant (i) a Stock Appreciation Right independent of an
\nOption or (ii) a Stock Appreciation Right in connection with an Option, or a
\nportion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of
\nthe preceding sentence (A) may be granted at the time the related Option is
\ngranted or at any time prior to the exercise or cancellation of the related
\nOption, (B) shall cover the same number of Shares covered by an Option (or such
\nlesser number of Shares as the Committee may determine) and (C) shall be subject
\nto the same terms and conditions as such Option except for such additional
\nlimitations as are contemplated by this Section 7 (or such additional
\nlimitations as may be included in an Award agreement).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\nTerms<\/u><\/p>\n

. The exercise price per Share of a Stock Appreciation Right shall be an
\namount determined by the Committee but in no event shall such amount be less
\nthan the Fair Market Value of a Share on the date the Stock Appreciation Right
\nis granted; provided<\/u>, however<\/u>, that notwithstanding the foregoing
\nin the case of a Stock Appreciation Right granted in conjunction with an Option,
\nor a portion thereof, the exercise price may not be less than the Option Price
\nof the related Option. Each Stock Appreciation Right granted independent of an
\nOption shall entitle a Participant upon exercise to an amount equal to (i) the
\nexcess of (A) the Fair Market Value on the exercise date of one Share over
\n(B) the exercise price per Share, times (ii) the number of Shares covered by the
\nStock Appreciation Right. Each Stock Appreciation Right granted in conjunction
\nwith an Option, or a portion thereof, shall entitle a Participant to surrender
\nto the Company the unexercised Option, or any portion thereof, and to receive
\nfrom the Company in exchange therefor an amount equal to (i) the excess of
\n(A) the Fair Market Value on the exercise date of one Share over (B) the Option
\nPrice per Share, times (ii) the number of Shares covered by the Option, or
\nportion thereof, which is surrendered. Payment shall be made in Shares or in
\ncash, or partly in Shares and partly in cash (any such Shares valued at such
\nFair Market Value), all as shall be determined by the Committee. Stock
\nAppreciation Rights may be exercised from time to time upon actual receipt by
\nthe Company of written notice of exercise stating the number of Shares with
\nrespect to which the Stock Appreciation Right is being exercised. The date a
\nnotice of exercise is received by the Company shall be the exercise date. No
\nfractional Shares will be issued in payment for Stock Appreciation Rights, but
\ninstead cash will be paid for a fraction or, if the Committee should so
\ndetermine, the number of Shares will be rounded downward to the next<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

9<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

whole Share. No Participant shall have any rights to dividends or other
\nrights of a stockholder with respect to Shares covered by Stock Appreciation
\nRights until the Shares are issued to the Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\nLimitations<\/u><\/p>\n

. The Committee may impose, in its discretion, such conditions upon the
\nexercisability of Stock Appreciation Rights as it may deem fit, but in no event
\nshall a Stock Appreciation Right be exercisable more than ten years after the
\ndate it is granted, except as may be provided pursuant to Section 15.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8. Restricted Stock<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\nGrant<\/u><\/p>\n

. Subject to the provisions of the Plan, the Committee shall determine the
\nnumber of Shares of Restricted Stock to be granted to each Participant, the
\nduration of the period during which, and the conditions, if any, under which,
\nthe Restricted Stock may be forfeited to the Company, and the other terms and
\nconditions of such Awards; provided that<\/u> not less than 95% of the Shares
\nof Restricted Stock shall remain subject to forfeiture for at least three years
\nafter the date of grant, subject to earlier termination of such potential for
\nforfeiture in whole or in part in the event of a Change in Control or the death,
\ndisability or other termination of the Participant’s employment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\nTransfer Restrictions<\/u><\/p>\n

. Shares of Restricted Stock may not be sold, assigned, transferred, pledged
\nor otherwise encumbered, except as provided in the Plan or the applicable Award
\nagreement. Certificates, or other evidence of ownership, issued in respect of
\nShares of Restricted Stock shall be registered in the name of the Participant
\nand deposited by such Participant, together with a stock power endorsed in
\nblank, with the Company. After the lapse of the restrictions applicable to such
\nShares of Restricted Stock, the Company shall deliver such certificates, or
\nother evidence of ownership, to the Participant or the Participant’s legal
\nrepresentative.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\nDividends<\/u><\/p>\n

. Dividends paid on any Shares of Restricted Stock may be paid directly to
\nthe Participant, withheld by the Company subject to vesting of the Restricted
\nShares pursuant to the terms of the applicable Award agreement, or may be
\nreinvested in additional Shares of Restricted Stock, as determined by the
\nCommittee in its sole discretion.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

<\/td>\nPerformance-Based Grants<\/u><\/p>\n

. Notwithstanding anything to the contrary herein, certain Shares of
\nRestricted Stock granted under this Section 8 may, at the discretion of the
\nCommittee, be granted in a manner which is intended to be deductible by the
\nCompany under Section 162(m) of the Code (or any successor section thereto). The
\nrestrictions applicable to such Restricted Stock shall lapse based wholly or
\npartially on the attainment of written performance goals approved by the
\nCommittee for a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

10<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

performance period established by the Committee (i) while the outcome for
\nthat performance period is substantially uncertain and (ii) no more than 90 days
\nafter the commencement of the performance period to which the performance goal
\nrelates or, if less, the number of days which is equal to 25 percent of the
\nrelevant performance period. The performance goals, which must be objective,
\nshall be based upon one or more of the criteria set forth in Section 9(b) below.
\nThe Committee shall determine in its discretion whether, with respect to a
\nperformance period, the applicable performance goals have been met with respect
\nto a given Participant and, if they have, shall so certify prior to the release
\nof the restrictions on the Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

11<\/p>\n\n<\/table>\n

9. Other Stock-Based Awards<\/strong><\/p>\n

\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\nGenerally<\/u><\/p>\n

. The Committee, in its sole discretion, may grant or sell Awards of Shares
\nand Awards that are valued in whole or in part by reference to, or are otherwise
\nbased on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such
\nOther Stock-Based Awards shall be in such form, and dependent on such
\nconditions, as the Committee shall determine, including, without limitation, the
\nright to receive, or vest with respect to, one or more Shares (or the equivalent
\ncash value of such Shares) upon the completion of a specified period of service,
\nthe occurrence of an event and\/or the attainment of performance objectives.
\nOther Stock-Based Awards may be granted alone or in addition to any other Awards
\ngranted under the Plan. Subject to the provisions of the Plan, the Committee
\nshall determine the number of Shares to be awarded to a Participant under (or
\notherwise related to) such Other Stock-Based Awards; whether such Other
\nStock-Based Awards shall be settled in cash, Shares or a combination of cash and
\nShares; and all other terms and conditions of such Awards (including, without
\nlimitation, the vesting provisions thereof and provisions ensuring that all
\nShares so awarded and issued shall be fully paid and non-assessable). The
\nmaximum amount of Other Stock-Based Awards that may be granted during a calendar
\nyear to any Participant shall be: (x) with respect to Other Stock-Based Awards
\nthat are denominated or payable in Shares, 288,855 Shares and (y) with respect
\nto Other Stock-Based Awards that are not denominated or payable in Shares,
\n$10 million. Notwithstanding any other provision, with respect to (i) Other
\nStock-Based Awards settled in Shares that are subject to time-based vesting, not
\nless than 95% of such Other Stock Based Awards payable in Shares shall vest and
\nbecome payable at least three years after the date of grant, subject to earlier
\nvesting in whole or in part in the event of a Change in Control or the death,
\ndisability or other termination of the Participant’s employment, and (ii) Other
\nStock-Based Awards settled in Shares that are subject to vesting upon the
\nattainment of performance objectives, the minimum performance period shall be
\none year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\nPerformance-Based Awards<\/u><\/p>\n

. Notwithstanding anything to the contrary herein, certain Other Stock-Based
\nAwards granted under this Section 9 may be granted in a manner which is intended
\nto be deductible by the Company under Section 162(m) of the Code (or any
\nsuccessor section thereto) (“Performance-Based Awards”). A Participant’s
\nPerformance-Based Award shall be determined based on the attainment of written
\nperformance goals approved by the Committee for a performance period of not less
\nthan one year established by the Committee (i) while the outcome for that
\nperformance period is substantially uncertain and (ii) no more than 90 days
\nafter the commencement of the performance period to which the performance goal
\nrelates or, if less, the number of days which is equal to 25 percent of the
\nrelevant performance period. The performance goals, which must be objective,
\nshall be based upon one or more of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

12<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

following criteria: (i) operating income before depreciation and
\namortization; (ii) operating income; (iii) earnings per Share; (iv) return on
\nshareholders’ equity; (v) revenues or sales; (vi) free cash flow; (vii) return
\non invested capital and (viii) total shareholder return. The foregoing criteria
\nmay relate to the Company, one or more of its Affiliates or one or more of its
\nor their divisions or units, or any combination of the foregoing, and may be
\napplied on an absolute basis and\/or be relative to one or more peer group
\ncompanies or indices, or any combination thereof, all as the Committee shall
\ndetermine. In addition, to the degree consistent with Section 162(m) of the Code
\n(or any successor section thereto), the performance goals may be calculated
\nwithout regard to extraordinary items. The Committee shall determine whether,
\nwith respect to a performance period, the applicable performance goals have been
\nmet with respect to a given Participant and, if they have, shall so certify and
\nascertain the amount of the applicable Performance-Based Award. No
\nPerformance-Based Awards will be paid for such performance period until such
\ncertification is made by the Committee. The amount of the Performance-Based
\nAward actually paid to a given Participant may be less than the amount
\ndetermined by the applicable performance goal formula, at the discretion of the
\nCommittee. The amount of the Performance-Based Award determined by the Committee
\nfor a performance period shall be paid to the Participant at such time as
\ndetermined by the Committee in its sole discretion after the end of such
\nperformance period; provided<\/u>, however<\/u>, that a Participant may, if
\nand to the extent permitted by the Committee and consistent with the provisions
\nof Section 162(m) of the Code and Section 19 below, elect to defer payment of a
\nPerformance-Based Award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10. Adjustments Upon Certain Events<\/strong>
\n Notwithstanding any other provisions in the Plan to the contrary, the
\nfollowing provisions shall apply to all Awards granted under the Plan:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\nGenerally<\/u><\/p>\n

. In the event of any change in the outstanding Shares (including, without
\nlimitation, the value thereof) after the Effective Date by reason of any Share
\ndividend or split, reorganization, recapitalization, merger, consolidation,
\nspin-off, combination, combination or transaction or exchange of Shares or other
\ncorporate exchange, or any distribution to shareholders of Shares other than
\nregular cash dividends or any transaction similar to the foregoing, the
\nCommittee in its sole discretion and without liability to any person shall make
\nsuch substitution or adjustment, if any, as it deems to be equitable (subject to
\nSection 19), as to (i) the number or kind of Shares or other securities issued
\nor reserved for issuance pursuant to the Plan or pursuant to outstanding Awards,
\n(ii) the maximum number of Shares for which Awards (including limits established
\nfor Restricted Stock or Other Stock-Based Awards) may be granted during a
\ncalendar<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

13<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

year to any Participant, (iii) the Option Price or exercise price of any
\nStock Appreciation Right and\/or (iv) any other affected terms of such Awards.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\nChange in Control<\/u><\/p>\n

. In the event of a Change in Control after the Effective Date, the Committee
\nmay (subject to Section 19), but shall not be obligated to, (A) accelerate, vest
\nor cause the restrictions to lapse with respect to, all or any portion of an
\nAward, (B) cancel Awards for fair value (as determined in the sole discretion of
\nthe Committee) which, in the case of Options and Stock Appreciation Rights, may
\nequal the excess, if any, of value of the consideration to be paid in the Change
\nin Control transaction to holders of the same number of Shares subject to such
\nOptions or Stock Appreciation Rights (or, if no consideration is paid in any
\nsuch transaction, the Fair Market Value of the Shares subject to such Options or
\nStock Appreciation Rights) over the aggregate exercise price of such Options or
\nStock Appreciation Rights, (C) provide for the issuance of substitute Awards
\nthat will substantially preserve the otherwise applicable terms of any affected
\nAwards previously granted hereunder as determined by the Committee in its sole
\ndiscretion or (D) provide that for a period of at least 30 days prior to the
\nChange in Control, such Options shall be exercisable as to all shares subject
\nthereto and that upon the occurrence of the Change in Control, such Options
\nshall terminate and be of no further force and effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11. No Right to Employment or Awards<\/strong> The granting
\nof an Award under the Plan shall impose no obligation on the Company or any
\nAffiliate to continue the Employment of a Participant and shall not lessen or
\naffect the Company’s or Subsidiary’s right to terminate the Employment of such
\nParticipant. No Participant or other person shall have any claim to be granted
\nany Award, and there is no obligation for uniformity of treatment of
\nParticipants, or holders of Awards. The terms and conditions of Awards and the
\nCommittee’s determinations and interpretations with respect thereto need not be
\nthe same with respect to each Participant (whether or not such Participants are
\nsimilarly situated). 12. Successors and Assigns<\/strong> The
\nPlan shall be binding on all successors and assigns of the Company and a
\nParticipant, including without limitation, the estate of such Participant and
\nthe executor, administrator or trustee of such estate, or any receiver or
\ntrustee in bankruptcy or representative of the Participant’s creditors. 13.
\nNontransferability of Awards<\/strong> Unless otherwise
\ndetermined by the Committee (and subject to the limitation that in no
\ncircumstances may an Award may be transferred by the Participant for
\nconsideration or value), an Award shall not be transferable or assignable by the
\nParticipant otherwise than by will<\/p>\n

\n<\/p>\n

14<\/p>\n

or by the laws of descent and distribution. An Award exercisable after the
\ndeath of a Participant may be exercised by the legatees, personal
\nrepresentatives or distributees of the Participant. 14. Amendments or
\nTermination<\/strong> The Board or the Committee may amend, alter or
\ndiscontinue the Plan, but no amendment, alteration or discontinuation shall be
\nmade, (a) without the approval of the shareholders of the Company, if such
\naction would (except as is provided in Section 10 of the Plan), increase the
\ntotal number of Shares reserved for the purposes of the Plan or increase the
\nmaximum number of Shares of Restricted Stock or Other Stock-Based Awards that
\nmay be awarded hereunder, or the maximum number of Shares for which Awards may
\nbe granted to any Participant, (b) without the consent of a Participant, if such
\naction would diminish any of the rights of the Participant under any Award
\ntheretofore granted to such Participant under the Plan or (c) to Section 5(b),
\nrelating to repricing of Options or Stock Appreciation Rights, to permit such
\nrepricing; provided<\/u>, however<\/u>, that the Committee may amend the
\nPlan in such manner as it deems necessary to permit the granting of Awards
\nmeeting the requirements of the Code or other applicable laws. Without
\nlimiting the generality of the foregoing, to the extent applicable,
\nnotwithstanding anything herein to the contrary, this Plan and Awards issued
\nhereunder shall be interpreted in accordance with Section 409A of the Code and
\nDepartment of Treasury regulations and other interpretative guidance issued
\nthereunder, including without limitation any such regulations or other guidance
\nthat may be issued after the Effective Date. Notwithstanding any provision of
\nthe Plan to the contrary, in the event that the Committee determines that any
\namounts payable hereunder will be taxable to a Participant under Section 409A of
\nthe Code and related Department of Treasury guidance, prior to payment to such
\nParticipant of such amount, the Company may (a) adopt such amendments to the
\nPlan and Awards and appropriate policies and procedures, including amendments
\nand policies with retroactive effect, that the Committee determines necessary or
\nappropriate to preserve the intended tax treatment of the benefits provided by
\nthe Plan and Awards hereunder and\/or (b) take such other actions as the
\nCommittee determines necessary or appropriate to avoid the imposition of an
\nadditional tax under Section 409A of the Code. 15. International
\nParticipants<\/strong> With respect to Participants who reside or work
\noutside the United States of America and who are not (and who are not expected
\nto be) “covered employees” within the meaning of Section 162(m) of the Code, the
\nCommittee may, in its sole discretion, amend the terms of the Plan or Awards
\nwith respect to such Participants in order to conform such terms with the
\nrequirements of local law or to obtain more favorable tax or other treatment for
\na Participant, the Company or an Affiliate. 16. Other Benefit
\nPlans<\/strong> All Awards shall constitute a special incentive payment
\nto the Participant and shall not be taken into account in computing the amount
\nof salary or compensation of the Participant for the purpose of determining any
\nbenefits under any pension, retirement, profit-<\/p>\n

\n<\/p>\n

15<\/p>\n

sharing, bonus, life insurance or other benefit plan of the Company or under
\nany agreement between the Company and the Participant, unless such plan or
\nagreement specifically provides otherwise. 17. Choice of Law<\/strong>
\n The Plan shall be governed by and construed in accordance with the
\nlaws of the State of New York without regard to conflicts of laws, and except as
\notherwise provided in the pertinent Award agreement, any and all disputes
\nbetween a Participant and the Company or any Affiliate relating to an Award
\nshall be brought only in a state or federal court of competent jurisdiction
\nsitting in Manhattan, New York. 18. Effectiveness of the Plan<\/strong>
\n The Plan shall be effective as of the Effective Date, subject to the
\napproval of the shareholders of the Company. 19. Section 409A<\/strong>
\n Notwithstanding other provisions of the Plan or any Award agreements
\nthereunder, no Award shall be granted, deferred, accelerated, extended, paid out
\nor modified under this Plan in a manner that would result in the imposition of
\nan additional tax under Section 409A of the Code upon a Participant. In the
\nevent that it is reasonably determined by the Committee that, as a result of
\nSection 409A of the Code, payments in respect of any Award under the Plan may
\nnot be made at the time contemplated by the terms of the Plan or the relevant
\nAward agreement, as the case may be, without causing the Participant holding
\nsuch Award to be subject to taxation under Section 409A of the Code, the Company
\nwill make such payment on the first day that would not result in the Participant
\nincurring any tax liability under Section 409A of the Code; which, if the
\nParticipant is a “specified employee” within the meaning of the Section 409A,
\nshall be the first day following the six-month period beginning on the date of
\nParticipant’s termination of Employment. The Company shall use commercially
\nreasonable efforts to implement the provisions of this Section 19 in good faith;
\nprovided that neither the Company, the Committee nor any of the Company’s
\nemployees, directors or representatives shall have any liability to Participants
\nwith respect to this Section 19.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6713],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9546],"class_list":["post-38455","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aol-time-warner-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38455","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38455"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38455"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38455"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38455"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}