{"id":39728,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-with-gary-ginsberg-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-with-gary-ginsberg-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-with-gary-ginsberg-time-warner.html","title":{"rendered":"Employment Agreement with Gary Ginsberg – Time Warner"},"content":{"rendered":"

EXHIBIT 10.51<\/strong><\/p>\n

EMPLOYMENT AGREEMENT (the “Agreement”) made February 17, 2010 between
\nTIME WARNER INC., a Delaware corporation (the “Company”), and GARY GINSBERG
\n(“You”). You and the Company desire to set forth the terms and conditions
\nof your employment by the Company and agree as follows:<\/strong>
\n 1. Term of Employment<\/u>. Your “term of employment” as this phrase is
\nused throughout this Agreement shall be for the period beginning with your
\ncommencement of employment with the Company, on or about April 1, 2010, (the
\n“Effective Date”) and ending on December 31, 2013 (the “Term Date”), subject,
\nhowever, to earlier termination as set forth in this Agreement.
\n 2. Employment<\/u>. During the term of employment, you shall serve as
\nExecutive Vice President of the Company and you shall have the authority,
\nfunctions, duties, powers and responsibilities normally associated with such
\nposition and such additional authority, functions, duties, powers and
\nresponsibilities as may be assigned to you from time to time by the Company
\nconsistent with your senior position with the Company. During the term of
\nemployment, (i) your services shall be rendered on a substantially full-business
\ntime, exclusive basis and you will apply on a full-business time basis all of
\nyour skill and experience to the performance of your duties, (ii) you shall have
\nno other employment and, without the prior written consent of your manager or
\nother more senior officer of the Company in your reporting line, no outside
\nbusiness activities which require the devotion of substantial amounts of your
\ntime, (iii) you shall report to the Chief Executive Officer of the Company, and
\n(iv) the place for the performance of your services shall be the principal
\nexecutive offices of the Company in the New York City metropolitan area, subject
\nto such reasonable travel as may be required in the performance of your duties.
\nThe foregoing shall be subject to the Company’s written policies, as in effect
\nfrom time to time, regarding vacations, holidays, illness and the like.
\n 3. Compensation<\/u>. 3.1 Base Salary<\/u>. The Company shall
\npay you a base salary at the rate of not less than $800,000 per annum during the
\nterm of employment (“Base Salary”). The Company may increase, but not decrease,
\nyour Base Salary during the term of employment. Base Salary shall be paid in
\naccordance with the Company’s customary payroll practices.<\/p>\n

\n<\/p>\n

3.2 Bonus<\/u>. In addition to Base Salary, the Company typically
\npays its executives an annual cash bonus (“Bonus”). Although your Bonus is fully
\ndiscretionary, your target annual Bonus as a percentage of Base Salary is 200%
\nand your maximum Bonus as a percentage of Base Salary is 300%. Each year, your
\npersonal performance will be considered in the context of your executive duties
\nand any individual goals set for you, and your actual Bonus will be determined.
\nAlthough as a general matter the Company expects to pay bonuses at the target
\nlevel in cases of satisfactory individual performance, it does not commit to do
\nso, and your Bonus may be negatively affected by the exercise of the Company’s
\ndiscretion or by overall Company performance. Your Bonus amount, if any, will be
\npaid to you between January 1 and March 15 of the calendar year immediately
\nfollowing the performance year in respect of which such Bonus is earned. <\/u>
\n 3.3 Long Term Incentive Compensation<\/u>. So long as the term of
\nemployment has not terminated the Company annually shall provide you with long
\nterm incentive compensation with a target value of $750,000 (based on the
\nvaluation method used by the Company for its senior executives) through a
\ncombination of stock option grants, restricted stock units, performance shares
\nor other equity-based awards, cash-based long-term plans or other components as
\nmay be determined by the Compensation Committee of the Company’s Board of
\nDirectors from time to time in its sole discretion but in any event on a basis
\nand with an allocation no less favorable to you than is generally made
\napplicable to any other executive vice president of the Company. The target
\nperformance share units awarded in 2010 will be pro-rated based on the Effective
\nDate and the applicable performance period in accordance with the parameters for
\nthe performance share unit program approved by the Compensation Committee in
\n2007. 3.4 Indemnification<\/u>. You shall be entitled throughout the
\nterm of employment (and after the end of the term of employment, to the extent
\nrelating to service during the term of employment) to the benefit of the
\nindemnification provisions contained on the date hereof in the Restated
\nCertificate of Incorporation and By-laws of the Company (not including any
\namendments or additions after the Effective Date that limit or narrow, but
\nincluding any that add to or broaden, the protection afforded to you by those
\nprovisions). 4. Termination<\/u>.<\/p>\n

2<\/p>\n

\n<\/p>\n

4.1 Termination for Cause<\/u>. The Company may terminate the
\nterm of employment and all of the Company’s obligations under this Agreement,
\nother than its obligations set forth below in this Section 4.1, for “cause”.
\nTermination by the Company for “cause” shall mean termination because of your
\n(a) conviction (treating a nolo contendere plea as a conviction) of a felony
\n(whether or not any right to appeal has been or may be exercised) other than as
\na result of a moving violation or a Limited Vicarious Liability, (b) willful
\nfailure or refusal without proper cause to perform your duties with the Company,
\nincluding your material obligations under this Agreement (other than any such
\nfailure resulting from your incapacity due to physical or mental impairment),
\n(c) willful misappropriation or embezzlement or reckless or willful destruction
\nof Company property having a significant adverse financial effect on the Company
\nor a significant adverse effect on the Company’s reputation, (d) willful and
\nmaterial breach of any statutory or common law duty of loyalty to the Company
\nhaving a significant adverse financial effect on the Company or a significant
\nadverse effect on the Company’s reputation; or (e) material and willful breach
\nof any of the covenants provided for in Sections 8 and 9. Such termination shall
\nbe effected by written notice thereof delivered by the Company to you and shall
\nbe effective as of the date of such notice; provided, however, that if (i) such
\ntermination is because of your willful failure or refusal without proper cause
\nto perform your material duties with the Company, including any one or more of
\nyour material obligations under this Agreement, or for intentional and improper
\nconduct, and (ii) within 30 days following the date of such notice you shall
\ncease your refusal and shall use your best efforts to perform such obligations
\nor cease such intentional and improper conduct, the termination shall not be
\neffective. For purposes of this definition of Cause, no act, or failure to act,
\non your part shall be considered “willful” or “intentional” unless done, or
\nomitted to be done, by you not in good faith and without reasonable belief that
\nsuch action or omission was in or not opposed to the best interest of the
\nCompany. The term “Limited Vicarious Liability” shall mean any liability that is
\nbased on acts of the Company for which you are responsible or liable solely as a
\nresult of your office(s) with the Company; provided that (x) you are not
\ndirectly involved in such acts and either had no prior knowledge of such
\nintended actions or, upon obtaining such knowledge, promptly acted reasonably
\nand in good faith to attempt to prevent the acts causing such liability or
\n(y) after consulting with the Company’s counsel, you reasonably believed that no
\nlaw was being violated by such acts. In the event of termination by
\nthe Company for cause, without prejudice to any other rights or remedies that
\nthe Company may have at law or in equity, the Company shall have no further
\nobligation to you other than (i) to pay Base Salary through the effective date
\nof the<\/p>\n

3<\/p>\n

\n<\/p>\n

termination of employment (the “Effective Termination Date”), (ii) to pay any
\nBonus for any year prior to the year in which such termination occurs that has
\nbeen determined but not yet paid as of the Effective Termination Date, and
\n(iii) with respect to any rights you have pursuant to any insurance or other
\nbenefit plans or arrangements of the Company (including rights under Section 7.2
\nhereof). You hereby disclaim any right to receive a pro rata portion of any
\nBonus with respect to the year in which such termination occurs. 4.2
\nTermination by You for Material Breach by the Company and Termination by the
\nCompany Without Cause<\/u>. Unless previously terminated pursuant to any other
\nprovision of this Agreement and unless a Disability Period shall be in effect,
\nyou shall have the right, exercisable by written notice to the Company, to
\nterminate the term of employment under this Agreement with an Effective
\nTermination Date 30 days after the giving of such notice, if, at the time of the
\ngiving of such notice, the Company is in material breach of its obligations
\nunder this Agreement; provided, however, that, with the exception of clause
\n(i) below, this Agreement shall not so terminate if such notice is the first
\nsuch notice of termination delivered by you pursuant to this Section 4.2 and
\nwithin such 30-day period the Company shall have cured all such material
\nbreaches; and provided further, that such notice is provided to the Company
\nwithin 90 days after your knowledge of the occurrence of such material breach. A
\nmaterial breach by the Company shall include, but not be limited to, (i) the
\nCompany violating Section 2 with respect to authority, reporting lines, duties,
\nor place of employment or (ii) the Company failing to cause any successor to all
\nor substantially all of the business and assets of the Company expressly to
\nassume the obligations of the Company under this Agreement. The
\nCompany shall have the right, exercisable by written notice to you delivered
\nbefore the date which is 60 days prior to the Term Date, to terminate your
\nemployment under this Agreement without cause, which notice shall specify the
\nEffective Termination Date. If such notice is delivered on or after the date
\nwhich is 60 days prior to the Term Date, the provisions of Section 4.3 shall
\napply. 4.2.1 In the event of a termination of employment pursuant
\nto this Section 4.2 (a “termination without cause”), you shall receive Base
\nSalary and a pro rata portion of your Average Annual Bonus (as defined below)
\nthrough the Effective Termination Date. Your Average Annual Bonus shall be equal
\nto the average of the regular annual bonus amounts (excluding the amount of any
\nspecial or spot bonuses) in respect of the two calendar years during the most
\nrecent three calendar years for which the annual bonus received by you from the
\nCompany was the greatest; provided, however, if the Company has previously paid
\nyou no<\/p>\n

4<\/p>\n

\n<\/p>\n

annual Bonus, then your Average Annual Bonus shall equal your target Bonus
\nand if the Company has previously paid you one annual Bonus, then your Average
\nAnnual Bonus shall equal the average of such Bonus and your target Bonus. Your
\npro rata Average Annual Bonus pursuant to this Section 4.2.1 shall be paid to
\nyou at the times set forth in Section 4.6. 4.2.2 After the
\nEffective Termination Date, you shall continue to be treated as an employee of
\nthe Company for a period ending on the date which is twenty-four months after
\nthe Effective Termination Date (the “Severance Term Date”); and during such
\nperiod you shall be entitled to receive, whether or not you become disabled
\nduring such period but subject to Section 6, (a) Base Salary (on the Company’s
\nnormal payroll payment dates as in effect immediately prior to the Effective
\nTermination Date) at an annual rate equal to your Base Salary in effect
\nimmediately prior to the notice of termination, and (b) an annual Bonus in
\nrespect of each calendar year or portion thereof (in which case a pro rata
\nportion of such Bonus will be payable) during such period equal to your Average
\nAnnual Bonus. Except as provided in the next sentence, if you accept other
\nfull-time employment during such period or notify the Company in writing of your
\nintention to terminate your status of being treated as an employee during such
\nperiod, you shall cease to be treated as an employee of the Company for purposes
\nof your rights to receive certain post-termination benefits under Section 7.2
\neffective upon the commencement of such other employment or the date specified
\nby you in the notice as the date you wish to terminate your status of being
\ntreated as an employee, whichever is applicable (the “Equity Cessation Date”),
\nand you shall receive the remaining payments of Base Salary and Bonus pursuant
\nto this Section 4.2.2 at the times specified in Section 4.6 of the Agreement.
\nNotwithstanding the foregoing, if you accept employment with any not-for-profit
\nentity or governmental entity, then you may continue to be treated as an
\nemployee of the Company for purposes of your rights to receive certain
\npost-termination benefits pursuant to Section 7.2 and you will continue to
\nreceive the payments as provided in the first sentence of this Section 4.2.2;
\nand if you accept full-time employment with any affiliate of the Company, then
\nthe payments provided for in this Section 4.2.2 shall immediately cease and you
\nshall not be entitled to any further payments. For purposes of this Agreement,
\nthe term “affiliate” shall mean any entity which, directly or indirectly,
\ncontrols, is controlled by, or is under common control with, the Company.
\n 4.3 After the Term Date<\/u>. If at the Term Date, the term of
\nemployment shall not have been previously terminated pursuant to the provisions
\nof this Agreement, no Disability Period is then in effect and the parties shall
\nnot have agreed to an extension or renewal of this Agreement or on the terms of
\na new employment agreement, then the term of employment<\/p>\n

5<\/p>\n

\n<\/p>\n

shall continue on a month-to-month basis and you shall continue to be
\nemployed by the Company pursuant to the terms of this Agreement, subject to
\ntermination by either party hereto on 60 days written notice delivered to the
\nother party (which notice may be delivered by either party at any time on or
\nafter the date which is 60 days prior to the Term Date). If the Company shall
\nterminate the term of employment on or after the Term Date for any reason (other
\nthan for cause as defined in Section 4.1, in which case Section 4.1 shall
\napply), which the Company shall have the right to do so long as no Disability
\nDate (as defined in Section 5) has occurred prior to the delivery by the Company
\nof written notice of termination, then such termination shall be deemed for all
\npurposes of this Agreement to be a “termination without cause” under Section 4.2
\nand the provisions of Sections 4.2.1 and 4.2.2 shall apply. 4.4
\nRelease<\/u>. A condition precedent to the Company’s obligation to make or
\ncontinue the payments associated with a termination without cause shall be your
\nexecution and delivery of a release in the form attached hereto as Annex A, as
\nsuch form may be updated as required by law within 60 days following your
\nEffective Termination Date. If you shall fail to timely execute and deliver such
\nrelease, or if you revoke such release as provided therein, then in lieu of
\ncontinuing to receive the payments provided for herein, you shall receive a
\nseverance payment determined in accordance with the Company’s policies relating
\nto notice and severance reduced by the aggregate amount of severance payments
\npaid pursuant to this Agreement, if any, prior to the date of your refusal to
\ndeliver, or revocation of, such release. Any such severance payments shall be
\npaid in the form of Base Salary continuation payments at the annual rate equal
\nto your Base Salary in effect immediately prior to your notice of termination,
\nwith such amounts paid until your severance benefit has been exhausted.
\n 4.5 Mitigation<\/u>. In the event of a termination without cause
\nunder this Agreement, you shall not be required to take actions in order to
\nmitigate your damages hereunder, unless Section 280G of the Internal Revenue
\nCode of 1986, as amended (the “Code”), would apply to any payments to you by the
\nCompany and your failure to mitigate would result in the Company losing tax
\ndeductions to which it would otherwise have been entitled. In such an event,
\nSection 4.7 shall govern. With respect to the preceding sentences, any payments
\nor rights to which you are entitled by reason of the termination of employment
\nwithout cause shall be considered as damages hereunder. Any obligation to
\nmitigate your damages pursuant to this Section 4.5 shall not be a defense or
\noffset to the Company’s obligation to pay you in full the amounts provided in
\nthis Agreement upon the occurrence of a termination without cause, at the time
\nprovided herein, or the timely and full performance of any of the Company’s
\nother obligations under this Agreement.<\/p>\n

6<\/p>\n

\n<\/p>\n

4.6 Payments<\/u>. Payments of Base Salary and Bonus required to
\nbe made to you after any termination shall be made at the same times as such
\npayments otherwise would have been paid to you pursuant to Sections 3.1 and 3.2
\nif you had not been terminated, subject to Section 11.17. 4.7
\nLimitation on Certain Payments<\/u>. Notwithstanding any other provision of
\nthis Agreement: 4.7.1. In the event the Company (or its
\nsuccessor) determines, based on the advice of an independent nationally
\nrecognized public accounting firm engaged by the Company, that part or all of
\nthe consideration, compensation or benefits to be paid to you under this
\nAgreement constitute “parachute payments” under Section 280G(b)(2) of the Code,
\nthen, if the aggregate present value of such parachute payments, singularly or
\ntogether with the aggregate present value of any consideration, compensation or
\nbenefits to be paid to you under any other plan, arrangement or agreement which
\nconstitute “parachute payments” (collectively, the “Parachute Amount”) exceeds
\n2.99 times your “base amount”, as defined in Section 280G(b)(3) of the Code (the
\n“Base Amount”), the amounts constituting “parachute payments” which would
\notherwise be payable to you or for your benefit shall be reduced to the extent
\nnecessary so that the Parachute Amount is equal to 2.99 times the Base Amount
\n(the “Reduced Amount”); provided that such amounts shall not be so reduced if
\nthe Company determines, based on the advice of such public accounting firm, that
\nwithout such reduction you would be entitled to receive and retain, on a net
\nafter tax basis (including, without limitation, any excise taxes payable under
\nSection 4999 of the Code), an amount which is greater than the amount, on a net
\nafter tax basis, that you would be entitled to retain upon receipt of the
\nReduced Amount. 4.7.2. If the determination made pursuant to
\nSection 4.7.1 results in a reduction of the payments that would otherwise be
\npaid to you except for the application of Section 4.7.1, such reduction in
\npayments shall be first applied to reduce any cash severance payments that you
\nwould otherwise be entitled to receive hereunder and shall thereafter be applied
\nto reduce other payments and benefits in a manner that would not result in
\nsubjecting you to additional taxation under Section 409A of the Code. Within ten
\ndays following such determination, the Company shall pay or distribute to you or
\nfor your benefit such amounts as are then due to you under this Agreement and
\nshall promptly pay or distribute to you or for your benefit in the future such
\namounts as become due to you under this Agreement.<\/p>\n

7<\/p>\n

\n<\/p>\n

4.7.3. As a result of the uncertainty in the application of
\nSections 280G and 4999 of the Code at the time of a determination hereunder, it
\nis possible that payments will be made by the Company that should not have been
\nmade under Section 4.7.1 (an “Overpayment”). In the event that there is a final
\ndetermination by the Internal Revenue Service, or a final determination by a
\ncourt of competent jurisdiction, that an Overpayment has been made, the Company
\nshall have no further liability or obligation to you for any excise taxes,
\ninterest or penalty that you are required to pay as a result of such final
\ndetermination. 5. Disability<\/u>. 5.1 Disability
\nPayments<\/u>. If during the term of employment and prior to the delivery of any
\nnotice of termination without cause, you become physically or mentally disabled,
\nwhether totally or partially, so that you are prevented from performing your
\nusual duties for a period of six consecutive months, or for shorter periods
\naggregating six months in any twelve-month period, the Company shall,
\nnevertheless, continue to pay your full compensation through the last day of the
\nsixth consecutive month of disability or the date on which the shorter periods
\nof disability shall have equaled a total of six months in any twelve-month
\nperiod (such last day or date being referred to herein as the “Disability
\nDate”), subject to Section 11.17. If you have not resumed your usual duties on
\nor prior to the Disability Date, the Company shall pay you a pro rata Bonus
\n(based on your Average Annual Bonus) for the year in which the Disability Date
\noccurs and thereafter shall pay you disability benefits for the period ending on
\nthe later of (i) the Term Date or (ii) the date which is twelve months after the
\nDisability Date (in the case of either (i) or (ii), the “Disability Period”), in
\nan annual amount equal to 75% of (a) your Base Salary at the time you become
\ndisabled and (b) the Average Annual Bonus, in each case, subject to
\nSection 11.17. 5.2 Recovery from Disability<\/u>. If during the
\nDisability Period you shall fully recover from your disability, the Company
\nshall have the right (exercisable within 60 days after notice from you of such
\nrecovery), but not the obligation, to restore you to full-time service at full
\ncompensation. If the Company elects to restore you to full-time service, then
\nthis Agreement shall continue in full force and effect in all respects and the
\nTerm Date shall not be extended by virtue of the occurrence of the Disability
\nPeriod. If the Company elects not to restore you to full-time service, you shall
\nbe entitled to obtain other employment, subject, however, to the following:
\n(i) you shall perform advisory services during any balance of the Disability
\nPeriod; and (ii) you shall comply with the provisions of Sections 8 and 9 during
\nthe<\/p>\n

8<\/p>\n

\n<\/p>\n

Disability Period. The advisory services referred to in clause (i) of the
\nimmediately preceding sentence shall consist of rendering advice concerning the
\nbusiness, affairs and management of the Company as requested by the Chief
\nExecutive Officer of the Company but you shall not be required to devote more
\nthan five days (up to eight hours per day) each month to such services, which
\nshall be performed at a time and place mutually convenient to both parties. Any
\nincome from such other employment shall not be applied to reduce the Company’s
\nobligations under this Agreement. 5.3 Other Disability
\nProvisions<\/u>. The Company shall be entitled to deduct from all payments to be
\nmade to you during the Disability Period pursuant to this Section 5 an amount
\nequal to all disability payments received by you during the Disability Period
\nfrom Worker’s Compensation, Social Security and disability insurance policies
\nmaintained by the Company; provided, however, that for so long as, and to the
\nextent that, proceeds paid to you from such disability insurance policies are
\nnot includible in your income for federal income tax purposes, the Company’s
\ndeduction with respect to such payments shall be equal to the product of
\n(i) such payments and (ii) a fraction, the numerator of which is one and the
\ndenominator of which is one less the maximum marginal rate of federal income
\ntaxes applicable to individuals at the time of receipt of such payments. All
\npayments made under this Section 5 after the Disability Date are intended to be
\ndisability payments, regardless of the manner in which they are computed. Except
\nas otherwise provided in this Section 5, the term of employment shall continue
\nduring the Disability Period and you shall be entitled to all of the rights and
\nbenefits provided for in this Agreement, except that Sections 4.2 and 4.3 shall
\nnot apply during the Disability Period, and unless the Company has restored you
\nto full-time service at full compensation prior to the end of the Disability
\nPeriod, the term of employment shall end and you shall cease to be an employee
\nof the Company at the end of the Disability Period and shall not be entitled to
\nnotice and severance or to receive or be paid for any accrued vacation time or
\nunused sabbatical. 6. Death<\/u>. If you die during the term of
\nemployment, this Agreement and all obligations of the Company to make any
\npayments hereunder shall terminate except that your estate (or a designated
\nbeneficiary) shall be entitled to receive Base Salary to the last day of the
\nmonth in which your death occurs and Bonus compensation (at the time bonuses are
\nnormally paid) based on the Average Annual Bonus, but prorated according to the
\nnumber of whole or partial months you were employed by the Company in such
\ncalendar year. <\/u> 7. Other Benefits<\/u>.<\/p>\n

9<\/p>\n

\n<\/p>\n

7.1 General Availability<\/u>. To the extent that (a) you are
\neligible under the general provisions thereof (including without limitation, any
\nplan provision providing for participation to be limited to persons who were
\nemployees of the Company or certain of its subsidiaries prior to a specific
\npoint in time) and (b) the Company maintains such plan or program for the
\nbenefit of its executives, during the term of your employment with the Company,
\nyou shall be eligible to participate in any savings plan, or similar plan or
\nprogram and in any group life insurance, hospitalization, medical, dental,
\naccident, disability or similar plan or program of the Company now existing or
\nestablished hereafter on a basis no less favorable to you than is generally
\nprovided to any other executive vice president of the Company. 7.2
\nBenefits After a Termination or Disability<\/u>. After the Effective
\nTermination Date of a termination of employment pursuant to Section 4.2 and
\nprior to the Severance Term Date or during the Disability Period, you shall
\ncontinue to be treated as an employee of the Company for purposes of eligibility
\nto participate in the Company’s health and welfare benefit plans other than
\ndisability programs and to receive the health and welfare benefits (other than
\ndisability programs) required to be provided to you under this Agreement to the
\nextent such health and welfare benefits are maintained in effect by the Company
\nfor its executives. After the Effective Termination Date of a termination of
\nemployment pursuant to Section 4 or during a Disability Period, you shall not be
\nentitled to any additional awards or grants under any stock option, restricted
\nstock or other stock-based incentive plan and you shall not be entitled to
\ncontinue elective deferrals in or accrue additional benefits under any qualified
\nor nonqualified retirement programs maintained by the Company. At the Severance
\nTerm Date, your rights to benefits and payments under any health and welfare
\nbenefit plans or any insurance or other death benefit plans or arrangements of
\nthe Company shall be determined in accordance with the terms and provisions of
\nsuch plans. At the Severance Term Date or, if earlier, the Equity Cessation
\nDate, your rights to benefits and payments under any stock option, restricted
\nstock, stock appreciation right, bonus unit, management incentive or other
\nlong-term incentive plan of the Company shall be determined in accordance with
\nthe terms and provisions of such plans and any agreements under which such stock
\noptions, restricted stock or other awards were granted. However, notwithstanding
\nthe foregoing or any more restrictive provisions of such plan or agreement, if
\nyour employment is terminated as a result of a termination pursuant to
\nSection 4.2, then, subject to the application of any more favorable terms of the
\napplicable stock option agreement, (i) all stock options to purchase shares of
\nTime Warner Common Stock shall continue to vest, and any such vested stock
\noptions shall remain exercisable (but not beyond the term of such stock options)
\nthrough the earlier of the Severance Term Date or the Equity<\/p>\n

10<\/p>\n

\n<\/p>\n

Cessation Date; (ii) except if you shall then qualify for retirement under
\nthe terms of the applicable stock option agreement and would receive more
\nfavorable treatment under the terms of the stock option agreement, (x) all stock
\noptions to purchase shares of Time Warner Common Stock granted to you on or
\nafter the date this Agreement is executed (such stock options, the “Term
\nOptions”) that would have vested on or before the later of the Term Date and the
\nSeverance Term Date (or the date that is comparable to the Severance Term Date
\nunder any employment agreement that amends, replaces or supersedes this
\nAgreement) shall vest and become immediately exercisable on the earlier of the
\nSeverance Term Date or the Equity Cessation Date, and (y) all your vested Term
\nOptions shall remain exercisable for a period of three years after the earlier
\nof the Severance Term Date or the Equity Cessation Date (but not beyond the term
\nof such stock options); and (iii) the Company shall not be permitted to
\ndetermine that your employment was terminated for “unsatisfactory performance
\nwithin the meaning of any stock option agreement between you and the Company.
\nWith respect to awards of restricted stock units (“RSUs”) held at the Effective
\nTermination Date of a termination of employment pursuant to Section 4.2, subject
\nto potential further delay in payment pursuant to Section 11.17, (i) if you are
\neligible for retirement treatment at the Effective Termination Date, then for
\nall awards of RSUs that contain special accelerated vesting upon retirement, the
\nvesting of the RSUs will accelerate upon, and the shares of Time Warner Common
\nStock will be paid to you promptly following, the Effective Termination Date,
\nand (ii) if you are not eligible for retirement treatment at the Effective
\nTermination Date, then the treatment of the RSUs will be determined at the
\nearlier of the Severance Term Date or the Equity Cessation Date in accordance
\nwith the terms of the applicable award agreement(s), but the shares of Time
\nWarner Common Stock underlying any vested RSUs will not be paid to you until
\npromptly following the next regular vesting date(s) for such award(s) of RSUs.
\n 7.3 Payments in Lieu of Other Benefits<\/u>. In the event the term
\nof employment and your employment with the Company is terminated pursuant to any
\nsection of this Agreement, you shall not be entitled to notice and severance
\nunder the Company’s general employee policies or to be paid for any accrued
\nvacation time or unused sabbatical, the payments provided for in such sections
\nbeing in lieu thereof. 7.4 Life Insurance<\/u>. During your
\nemployment with the Company, the Company shall (i) provide you with $50,000 of
\ngroup life insurance and (ii) pay you annually an amount equal to two times the
\npremium you would have to pay to obtain life insurance under the Group Universal
\nLife (“GUL”) insurance program made available by the Company in an amount equal
\nto $3,000,000. The Company shall pay you such amount no later than March 15 of
\nthe calendar<\/p>\n

11<\/p>\n

\n<\/p>\n

year following any calendar year in which you are entitled to this amount.
\nYou shall be under no obligation to use the payments made by the Company
\npursuant to the preceding sentence to purchase GUL insurance or to purchase any
\nother life insurance. If the Company discontinues its GUL insurance program, the
\nCompany shall nevertheless make the payments required by this Section 7 as if
\nsuch program were still in effect. The payments made to you hereunder shall not
\nbe considered as “salary” or “compensation” or “bonus” in determining the amount
\nof any payment under any retirement, profit-sharing or other benefit plan of the
\nCompany or any subsidiary of the Company. 8. Protection of Confidential
\nInformation; Non-Compete<\/u>. 8.1 Confidentiality Covenant<\/u>. You
\nacknowledge that your employment by the Company (which, for purposes of this
\nSection 8 shall mean Time Warner Inc. and its affiliates) will, throughout the
\nterm of employment, bring you into close contact with many confidential affairs
\nof the Company, including information about costs, profits, markets, sales,
\nproducts, key personnel, pricing policies, operational methods, technical
\nprocesses and other business affairs and methods and other information not
\nreadily available to the public, and plans for future development. You further
\nacknowledge that the services to be performed under this Agreement are of a
\nspecial, unique, unusual, extraordinary and intellectual character. You further
\nacknowledge that the business of the Company is international in scope, that its
\nproducts and services are marketed throughout the world, that the Company
\ncompetes in nearly all of its business activities with other entities that are
\nor could be located in nearly any part of the world and that the nature of your
\nservices, position and expertise are such that you are capable of competing with
\nthe Company from nearly any location in the world. In recognition of the
\nforegoing, you covenant and agree: 8.1.1 You shall keep secret
\nall confidential matters of the Company and shall not disclose such matters to
\nanyone outside of the Company, or to anyone inside the Company who does not have
\na need to know or use such information, and shall not use such information for
\npersonal benefit or the benefit of a third party, either during or after the
\nterm of employment, except with the Company’s written consent, provided that
\n(i) you shall have no such obligation to the extent such matters are or become
\npublicly known other than as a result of your breach of your obligations
\nhereunder and (ii) you may, after giving prior notice to the Company to the
\nextent practicable under the circumstances, disclose such matters to the extent
\nrequired by applicable laws or governmental regulations or judicial or
\nregulatory process;<\/p>\n

12<\/p>\n

\n<\/p>\n

8.1.2 You shall deliver promptly to the Company on termination
\nof your employment, or at any other time the Company may so request, all
\nmemoranda, notes, records, reports and other documents (and all copies thereof)
\nrelating to the Company’s business, which you obtained while employed by, or
\notherwise serving or acting on behalf of, the Company and which you may then
\npossess or have under your control; and 8.1.3 If the term of
\nemployment is terminated pursuant to Section 4, for a period of one year after
\nthe Effective Termination Date, without the prior written consent of the
\nCompany, you shall not employ, and shall not cause any entity of which you are
\nan affiliate to employ, any person who was a full-time employee of the Company
\nat the date of such termination or within six months prior thereto but such
\nprohibition shall not apply to your secretary or executive assistant or to any
\nother employee eligible to receive overtime pay. 8.2
\nNon-Compete<\/u>. During the term of employment hereunder and for a period of
\ntwelve months after (i) the effective date of your retirement or other voluntary
\ntermination of employment hereunder or (ii) the Effective Termination Date of a
\ntermination of employment pursuant to Section 4, you shall not, directly or
\nindirectly, without the prior written consent of the Chief Executive Officer of
\nthe Company, render any services to, or act in any capacity for, any Competitive
\nEntity, or acquire any interest of any type in any Competitive Entity; provided,
\nhowever, that the foregoing shall not be deemed to prohibit you from acquiring,
\n(a) solely as an investment and through market purchases, securities of any
\nCompetitive Entity which are registered under Section 12(b) or 12(g) of the
\nSecurities Exchange Act of 1934 and which are publicly traded, so long as you
\nare not part of any control group of such Competitive Entity and such
\nsecurities, including converted securities, do not constitute more than one
\npercent (1%) of the outstanding voting power of that entity and (b) securities
\nof any Competitive Entity that are not publicly traded, so long as you are not
\npart of any control group of such Competitive Entity and such securities,
\nincluding converted securities, do not constitute more than three percent (3%)
\nof the outstanding voting power of that entity. For purposes of the foregoing,
\nthe following shall be deemed to be a Competitive Entity: (x) during the period
\nthat you are actively employed with the Company hereunder (and during the
\nDisability Period, if applicable), any person or entity that engages in any line
\nof business that is substantially the same as either (i) any line of business
\nwhich the Company engages in, conducts or, to your knowledge, has definitive
\nplans to engage in or conduct or (ii) any operating business that is engaged in
\nor conducted by the Company as to which, to your knowledge, the Company
\ncovenants, in writing, not to compete with in connection with the disposition of
\nsuch business, and (y) after the termination of your employment hereunder (or
\nafter the Disability Period, if applicable), any of the following: CBS<\/p>\n

13<\/p>\n

\n<\/p>\n

Corporation, The Walt Disney Company, General Electric Corporation, Google
\nInc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation,
\nComcast Corporation, Viacom Inc. and Yahoo! Inc., and their respective
\nsubsidiaries and affiliates and any successor to the internet service provider,
\nmedia or entertainment businesses thereof. 9. Ownership of Work
\nProduct<\/u>. You acknowledge that during the term of employment, you may
\nconceive of, discover, invent or create inventions, improvements, new
\ncontributions, literary property, material, ideas and discoveries, whether
\npatentable or copyrightable or not (all of the foregoing being collectively
\nreferred to herein as “Work Product”), and that various business opportunities
\nshall be presented to you by reason of your employment by the Company. You
\nacknowledge that all of the foregoing shall be owned by and belong exclusively
\nto the Company and that you shall have no personal interest therein, provided
\nthat they are either related in any manner to the business (commercial or
\nexperimental) of the Company, or are, in the case of Work Product, conceived or
\nmade on the Company’s time or with the use of the Company’s facilities or
\nmaterials, or, in the case of business opportunities, are presented to you for
\nthe possible interest or participation of the Company. You shall (i) promptly
\ndisclose any such Work Product and business opportunities to the Company;
\n(ii) assign to the Company, upon request and without additional compensation,
\nthe entire rights to such Work Product and business opportunities; (iii) sign
\nall papers necessary to carry out the foregoing; and (iv) give testimony in
\nsupport of your inventorship or creation in any appropriate case. You agree that
\nyou will not assert any rights to any Work Product or business opportunity as
\nhaving been made or acquired by you prior to the date of this Agreement except
\nfor Work Product or business opportunities, if any, disclosed to and
\nacknowledged by the Company in writing prior to the date hereof.
\n 10. Notices<\/u>. All notices, requests, consents and other
\ncommunications required or permitted to be given under this Agreement shall be
\neffective only if given in writing and shall be deemed to have been duly given
\nif delivered personally or sent by a nationally recognized overnight delivery
\nservice, or mailed first-class, postage prepaid, by registered or certified
\nmail, as follows (or to such other or additional address as either party shall
\ndesignate by notice in writing to the other in accordance herewith):<\/p>\n

14<\/p>\n

\n<\/p>\n

10.1 If to the Company: Time Warner Inc.
\nOne Time Warner Center
\nNew York, New York 10019
\nAttention: Senior Vice President : Global
\nCompensation and Benefits (with a copy, similarly addressed
\nbut Attention: General Counsel) 10.2 If to you, to your residence
\naddress set forth on the records of the Company. 11. General<\/u>.
\n 11.1 Governing Law<\/u>. This Agreement shall be governed by and
\nconstrued and enforced in accordance with the substantive laws of the State of
\nNew York applicable to agreements made and to be performed entirely in New York.
\n 11.2 Captions<\/u>. The section headings contained herein are for
\nreference purposes only and shall not in any way affect the meaning or
\ninterpretation of this Agreement. 11.3 Entire Agreement<\/u>. This
\nAgreement, including Annexes A and B, set forth the entire agreement and
\nunderstanding of the parties relating to the subject matter of this Agreement
\nand supersedes all prior agreements, arrangements and understandings, written or
\noral, between the parties. 11.4 No Other Representations<\/u>. No
\nrepresentation, promise or inducement has been made by either party that is not
\nembodied in this Agreement, and neither party shall be bound by or be liable for
\nany alleged representation, promise or inducement not so set forth.
\n 11.5 Assignability<\/u>. This Agreement and your rights and
\nobligations hereunder may not be assigned by you and except as specifically
\ncontemplated in this Agreement, neither you, your legal representative nor any
\nbeneficiary designated by you shall have any right, without the prior written
\nconsent of the Company, to assign, transfer, pledge, hypothecate, anticipate or
\ncommute to any person or entity any payment due in the future<\/p>\n

15<\/p>\n

\n<\/p>\n

pursuant to any provision of this Agreement, and any attempt to do so shall
\nbe void and shall not be recognized by the Company. The Company may not assign
\nthis Agreement or its rights or obligations hereunder except that the Company
\nshall assign its rights together with its obligations hereunder in connection
\nwith any sale, transfer or other disposition of all or substantially all of the
\nCompany’s business and assets, whether by merger, purchase of stock or assets or
\notherwise, as the case may be. Upon any such assignment, the Company shall cause
\nany such successor expressly to assume such obligations, and such rights and
\nobligations shall inure to and be binding upon any such successor.
\n 11.6 Amendments; Waivers<\/u>. This Agreement may be amended,
\nmodified, superseded, cancelled, renewed or extended and the terms or covenants
\nhereof may be waived only by written instrument executed by both of the parties
\nhereto, or in the case of a waiver, by the party waiving compliance. The failure
\nof either party at any time or times to require performance of any provision
\nhereof shall in no manner affect such party’s right at a later time to enforce
\nthe same. No waiver by either party of the breach of any term or covenant
\ncontained in this Agreement, in any one or more instances, shall be deemed to
\nbe, or construed as, a further or continuing waiver of any such breach, or a
\nwaiver of the breach of any other term or covenant contained in this Agreement.
\n 11.7 Specific Remedy<\/u>. In addition to such other rights and
\nremedies as the Company may have at equity or in law with respect to any breach
\nof this Agreement, if you commit a material breach of any of the provisions of
\nSections 8.1, 8.2, or 9, the Company shall have the right and remedy to have
\nsuch provisions specifically enforced by any court having equity jurisdiction,
\nit being acknowledged and agreed that any such breach or threatened breach will
\ncause irreparable injury to the Company. 11.8 Resolution of
\nDisputes<\/u>. Except as provided in the preceding Section 11.7, any dispute or
\ncontroversy arising with respect to this Agreement and your employment hereunder
\n(whether based on contract or tort or upon any federal, state or local statute,
\nincluding but not limited to claims asserted under the Age Discrimination in
\nEmployment Act, Title VII of the Civil Rights Act of 1964, as amended, any state
\nFair Employment Practices Act and\/or the Americans with Disability Act) shall,
\nat the election of either you or the Company, be submitted to JAMS\/ENDISPUTE for
\nresolution in arbitration in accordance with the rules and procedures of
\nJAMS\/ENDISPUTE. Either party shall make such election by delivering written
\nnotice thereof to the other party at any time (but not later than 45 days after
\nsuch party receives notice of the commencement of any administrative or
\nregulatory proceeding<\/p>\n

16<\/p>\n

\n<\/p>\n

or the filing of any lawsuit relating to any such dispute or controversy) and
\nthereupon any such dispute or controversy shall be resolved only in accordance
\nwith the provisions of this Section 11.8. Any such proceedings shall take place
\nin New York City before a single arbitrator (rather than a panel of
\narbitrators), pursuant to any streamlined or expedited (rather than a
\ncomprehensive) arbitration process, before a non-judicial (rather than a
\njudicial) arbitrator, and in accordance with an arbitration process which, in
\nthe judgment of such arbitrator, shall have the effect of reasonably limiting or
\nreducing the cost of such arbitration. The resolution of any such dispute or
\ncontroversy by the arbitrator appointed in accordance with the procedures of
\nJAMS\/ENDISPUTE shall be final and binding. Judgment upon the award rendered by
\nsuch arbitrator may be entered in any court having jurisdiction thereof, and the
\nparties consent to the jurisdiction of the New York courts for this purpose. The
\nprevailing party shall be entitled to recover the costs of arbitration
\n(including reasonable attorneys fees and the fees of experts) from the losing
\nparty. If at the time any dispute or controversy arises with respect to this
\nAgreement, JAMS\/ENDISPUTE is not in business or is no longer providing
\narbitration services, then the American Arbitration Association shall be
\nsubstituted for JAMS\/ENDISPUTE for the purposes of the foregoing provisions of
\nthis Section 11.8. If you shall be the prevailing party in such arbitration, the
\nCompany shall promptly pay, upon your demand, all legal fees, court costs and
\nother costs and expenses incurred by you in any legal action seeking to enforce
\nthe award in any court. 11.9 Beneficiaries<\/u>. Whenever this
\nAgreement provides for any payment to your estate, such payment may be made
\ninstead to such beneficiary or beneficiaries as you may designate by written
\nnotice to the Company. You shall have the right to revoke any such designation
\nand to redesignate a beneficiary or beneficiaries by written notice to the
\nCompany (and to any applicable insurance company) to such effect.
\n 11.10 No Conflict<\/u>. You represent and warrant to the Company
\nthat this Agreement is legal, valid and binding upon you and the execution of
\nthis Agreement and the performance of your obligations hereunder does not and
\nwill not constitute a breach of, or conflict with the terms or provisions of,
\nany agreement or understanding to which you are a party (including, without
\nlimitation, any other employment agreement). The Company represents and warrants
\nto you that this Agreement is legal, valid and binding upon the Company and the
\nexecution of this Agreement and the performance of the Company’s obligations
\nhereunder does not and will not constitute a breach of, or conflict with the
\nterms or provisions of, any agreement or understanding to which the Company is a
\nparty.<\/p>\n

17<\/p>\n

\n<\/p>\n

11.11 Conflict of Interest.<\/u> Attached as Annex B and made
\npart of this Agreement is the Time Warner Corporate Standards of Business
\nConduct. You confirm that you have read, understand and will comply with the
\nterms thereof and any reasonable amendments thereto. In addition, as a condition
\nof your employment under this Agreement, you understand that you may be required
\nperiodically to confirm that you have read, understand and will comply with the
\nStandards of Business Conduct as the same may be revised from time to time.
\n 11.12 Withholding Taxes<\/u>. Payments made to you pursuant to this
\nAgreement shall be subject to withholding and social security taxes and other
\nordinary and customary payroll deductions. 11.13 No Offset<\/u>.
\nNeither you nor the Company shall have any right to offset any amounts owed by
\none party hereunder against amounts owed or claimed to be owed to such party,
\nwhether pursuant to this Agreement or otherwise, and you and the Company shall
\nmake all the payments provided for in this Agreement in a timely manner.
\n 11.14 Severability<\/u>. If any provision of this Agreement shall be
\nheld invalid, the remainder of this Agreement shall not be affected thereby;
\nprovided, however, that the parties shall negotiate in good faith with respect
\nto equitable modification of the provision or application thereof held to be
\ninvalid. To the extent that it may effectively do so under applicable law, each
\nparty hereby waives any provision of law which renders any provision of this
\nAgreement invalid, illegal or unenforceable in any respect. 11.15
\nSurvival<\/u>. Sections 3.4, 4.1, 4.3 7.3 and 8 through 11 shall survive any
\ntermination of the term of employment by the Company for cause pursuant to
\nSection 4.1. Sections 3.4, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 7 through 11 shall
\nsurvive any termination of the term of employment pursuant to Sections 4.2, 5 or
\n6. 11.16 Definitions<\/u>. The following terms are defined in this
\nAgreement in the places indicated: affiliate : Section 4.2.2
\nAverage Annual Bonus : Section 4.2.1
\nBase Amount : Section 4.7.1
\nBase Salary : Section 3.1
\nBonus : Section 3.2
\ncause : Section 4.1
\nCode : Section 4.5<\/p>\n

18<\/p>\n

\n<\/p>\n

Company : the first paragraph on page 1 and Section 8.1
\nCompetitive Entity : Section 8.2
\nDisability Date : Section 5
\nDisability Period : Section 5
\nEffective Date : the first paragraph on page 1
\nEffective Termination Date : Section 4.1
\nEquity Cessation Date : Section 4.2.2
\nOverpayment : Section 4.7.3
\nParachute Amount : Section 4.7.1
\nReduced Amount : Section 4.7.1
\nSeverance Term Date : Section 4.2.2
\nTerm Date : Section 1
\nterm of employment : Section 1
\ntermination without cause : Section 4.2.1
\nWork Product : Section 9 11.17 Compliance with IRC
\nSection 409A<\/u>. This Agreement is intended to comply with Section 409A of the
\nInternal Revenue Code of 1986, as amended (the “Code”) and will be interpreted
\nin a manner intended to comply with Section 409A of the Code. Notwithstanding
\nanything herein to the contrary, (i) if at the time of your termination of
\nemployment with the Company you are a “specified employee” as defined in
\nSection 409A of the Code (and any related regulations or other pronouncements
\nthereunder) and the deferral of the commencement of any payments or benefits
\notherwise payable hereunder as a result of such termination of employment is
\nnecessary in order to prevent any accelerated or additional tax under
\nSection 409A of the Code, then the Company will defer the commencement of the
\npayment of any such payments or benefits hereunder (without any reduction in
\nsuch payments or benefits ultimately paid or provided to you) until the date
\nthat is six months following your termination of employment with the Company (or
\nthe earliest date as is permitted under Section 409A of the Code) and (ii) if
\nany other payments of money or other benefits due to you hereunder could cause
\nthe application of an accelerated or additional tax under Section 409A of the
\nCode, such payments or other benefits shall be deferred if deferral will make
\nsuch payment or other benefits compliant under Section 409A of the Code, or
\notherwise such payment or other benefits shall be restructured, to the extent
\npossible, in a manner, determined by the Company, that does not cause such an
\naccelerated or additional tax. To the extent any reimbursements or in-kind
\nbenefits due to you under this Agreement constitutes “deferred compensation”
\nunder Section 409A of the Code, any such reimbursements or in-kind benefits
\nshall be paid to you in a manner consistent with Treas. Reg.
\nSection 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be
\ndesignated as a “separate payment” within the meaning of Section 409A of the
\nCode. References in this Agreement to your termination of active employment or
\nyour<\/p>\n

19<\/p>\n

\n<\/p>\n

Effective Termination Date shall be deemed to refer to the date upon which
\nyou have a “separation from service” with the Company and its affiliates within
\nthe meaning of Section 409A of the Code. The Company shall consult with you in
\ngood faith regarding the implementation of the provisions of this Section 11.17;
\nprovided that neither the Company nor any of its employees or representatives
\nshall have any liability to you with respect to thereto.<\/p>\n

20<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
\nthe date first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

TIME WARNER INC.<\/p>\n<\/td>\n<\/tr>\n

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

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mark Wainger<\/p>\n<\/td>\n<\/tr>\n

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

\/s\/ Gary Ginsberg<\/p>\n<\/td>\n<\/tr>\n

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

Gary Ginsberg<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

21<\/p>\n

\n<\/p>\n

ANNEX A RELEASE<\/u> This Release is made by and among __________________
\n(“You” or “Your”) and TIME WARNER INC. (the “Company”), One Time Warner Center,
\nNew York, New York 10019 as of the date set forth below in connection with the
\nEmployment Agreement dated ____________, and effective as of ____________, and
\nthe letter agreement (the “Letter Agreement” between You and the Company dated
\nas of ____________ (as so amended, the “Employment Agreement”), and in
\nassociation with the termination of your employment with the Company. In
\nconsideration of payments made to You and other benefits to be received by You
\nby the Company and other benefits to be received by You pursuant to the
\nEmployment Agreement, as further reflected in the Letter Agreement, You, being
\nof lawful age, do hereby release and forever discharge the Company, its
\nsuccessors, related companies, Affiliates, officers, directors, shareholders,
\nsubsidiaries, agents, employees, heirs, executors, administrators, assigns,
\nbenefit plans (including but not limited to the Time Warner Inc. Severance Pay
\nPlan For Regular Employees) benefit plan sponsors and benefit plan
\nadministrators of and from any and all actions, causes of action, claims, or
\ndemands for general, special or punitive damages, attorney’s fees, expenses, or
\nother compensation or damages (collectively, “Claims”), whether known or
\nunknown, which in any way relate to or arise out of your employment with the
\nCompany or the termination of Your employment, which You may now have under any
\nfederal, state or local law, regulation or order, including without limitation,
\nClaims related to any stock options held by You or granted to You by the Company
\nthat are scheduled to vest subsequent to Your termination of employment and
\nClaims under the Age Discrimination in Employment Act (with the exception of
\nClaims that may arise after the date You sign this Release, Title VII of the
\nCivil Rights Act of 1964, the Americans with Disabilities Act of 1990, as
\namended, the Family and Medical Leave Act and the Employee Retirement Income
\nSecurity Act of 1974, as amended, through and including the date of this
\nRelease; provided, however, that the execution of this Release shall not prevent
\nYou from bringing a lawsuit against the Company to enforce its obligations under
\nthe Employment Agreement and this Release. Notwithstanding anything to the
\ncontrary, nothing in this Release shall prohibit or restrict You from (i) making
\nany disclosure of information required by law; (ii) filing a charge with,
\nproviding information to, or testifying or otherwise assisting in any
\ninvestigation or proceeding brought by, any federal regulatory or law
\nenforcement agency or legislative body, any self-regulatory organization, or the
\nCompany’s legal, compliance or human resources officers; (iii) filing,
\ntestifying or participating in or otherwise assisting in a proceeding relating
\nto an alleged violation of any federal, state or municipal law relating to fraud
\nor any rule or regulation of the Securities and Exchange Commission or any
\nself-regulatory organization; or (iv) challenging the validity of my release of
\nclaims under the Age Discrimination in Employment Act. Provided, however, You
\nacknowledge that You cannot recover any monetary damages or equitable relief in
\nconnection with a charge<\/p>\n

22<\/p>\n

\n<\/p>\n

brought by You or through any action brought by a third party with respect to
\nthe Claims released and waived in the Agreement. Further, notwithstanding the
\nabove, You are not waiving or releasing: (i) any claims arising after the
\nEffective Date of this Agreement; (iii) any claims for enforcement of this
\nAgreement; (iii) any rights or claims You may have to workers compensation or
\nunemployment benefits; (iv) claims for accrued, vested benefits under any
\nemployee benefit plan of the Company in accordance with the terms of such plans
\nand applicable law; and\/or (v) any claims or rights which cannot be waived by
\nlaw. You further state that You have reviewed this Release, that You know and
\nunderstand its contents, and that You have executed it voluntarily. You
\nacknowledge that You have been given ___ days to review this Release and to sign
\nit. You also acknowledge that by signing this Release You may be giving up
\nvaluable legal rights and that You have been advised to consult with an
\nattorney. You understand that You have the right to revoke Your consent to the
\nRelease for seven days following Your signing of the Release. You further
\nunderstand that You will cease to receive any payments or benefits under this
\nAgreement (except as set forth in Section 4.4 of the Agreement) if You do not
\nsign this Release or if You revoke Your consent to the Release within seven days
\nafter signing the Release. The Release shall not become effective or enforceable
\nwith respect to claims under the Age Discrimination Act until the expiration of
\nthe seven-day period following Your signing of this Release. To revoke, You send
\na written statement of revocation by certified mail, return receipt requested,
\nor by hand delivery. If You do not revoke, the Release shall become effective on
\nthe eighth day after You sign it.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Accepted and Agreed to:<\/p>\n<\/td>\n<\/tr>\n

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

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n<\/p>\n

ANNEX B TIME WARNER CORPORATE<\/u>
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