EMPLOYMENT AGREEMENT (“Agreement”) made effective as of August 1, 2008
\n(the “Effective Date”), between TIME WARNER INC., a Delaware corporation (the
\n“Company”), and OLAF OLAFSSON (“You”). You are currently employed by the
\nCompany pursuant to an Employment Agreement made and effective on May 19, 2005
\n(the “Prior Agreement”). This Agreement amends and supersedes the Prior
\nAgreement in all respects effective the Effective Date, and you and the Company
\ndesire to set forth the terms and conditions of your employment by the Company
\nand agree as follows: 1. Term of Employment<\/u>. Your “term of
\nemployment” as this phrase is used throughout this Agreement shall be for the
\nperiod beginning on the Effective Date and ending on July 31, 2011 (the “Term
\nDate”), subject, however, 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, International and Corporate Strategy of the Company
\nand you shall have the authority, functions, duties, powers and responsibilities
\nnormally associated with such position and such additional authority, functions,
\nduties, powers and responsibilities as may be assigned to you from time to time
\nby the Chief Executive Officer or such other executive officer of the Company as
\nthe Company shall determine, provided that you consent to such other reporting
\nassignment (to whom you shall directly report). During the term of employment,
\n(i) your services shall be rendered on a substantially full-time, exclusive
\nbasis and you will apply on a full-time basis all of your skill and experience
\nto the performance of your duties, (ii) you shall have no other employment and,
\nwithout the prior written consent of the Chief Executive Officer or other
\nofficer of the Company, no outside business activities which require the
\ndevotion of substantial amounts of your time, and (iii) the place for the
\nperformance of your services shall be the principal executive offices of the
\nCompany in the New York City metropolitan area, subject to such reasonable
\ntravel as may be required in the performance of your duties. The foregoing shall
\nbe subject to the Company’s written policies, as in effect from time to time,
\nregarding vacations, holidays, illness and the like.<\/p>\n
\n
3. Compensation<\/u>. 3.1 Base Salary<\/u>. The Company
\nshall pay you a base salary at the rate of not less than $750,000 per annum
\nduring the term of employment (“Base Salary”). The Company may increase, but not
\ndecrease, your Base Salary during the term of employment. Base Salary shall be
\npaid in accordance with the Company’s customary payroll practices. 3.2
\nBonus<\/u>. In addition to Base Salary, the Company typically pays its
\nexecutives an annual cash bonus (“Bonus”). Although your Bonus is fully
\ndiscretionary, your target annual Bonus as a percentage of Base Salary is 100%.
\nEach year, your personal performance will be considered in the context of your
\nexecutive duties and any individual goals set for you, and your actual Bonus
\nwill be determined. Although as a general matter the Company expects to pay
\nbonuses at the target level in cases of satisfactory individual performance, it
\ndoes not commit to do so, and your Bonus may be negatively affected by the
\nexercise of the Company’s discretion or by overall Company performance. Your
\nBonus amount, if any, will be paid to you between January 1 and March 15 of the
\ncalendar year immediately following the performance year in respect of which
\nsuch Bonus is earned. 3.3 Long Term Incentive Compensation<\/u>. So
\nlong as the term of employment has not terminated the Company annually shall
\nprovide you with long term incentive compensation with a target value of
\n$1,500,000 (based on the valuation method used by the Company for its senior
\nexecutives) through a combination of stock option grants, restricted stock
\nunits, performance shares or other equity-based awards, cash-based long-term
\nplans or other components as may be determined by the Compensation Committee of
\nthe Company’s Board of Directors from time to time in its sole discretion.
\n 3.4 Indemnification<\/u>. You shall be entitled throughout the term
\nof 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).<\/p>\n
\n<\/p>\n
4. Termination<\/u>. 4.1 Termination for Cause<\/u>. The
\nCompany may terminate the term of employment and all of the Company’s
\nobligations under this Agreement, other than its obligations set forth below in
\nthis Section 4.1, for “cause”. Termination by the Company for “cause” shall mean
\ntermination because of your (a) conviction (treating a nolo contendere plea as a
\nconviction) of a felony (whether or not any right to appeal has been or may be
\nexercised), (b) willful failure or refusal without proper cause to perform your
\nduties with the Company, including your obligations under this Agreement (other
\nthan any such failure resulting from your incapacity due to physical or mental
\nimpairment), (c) fraud, misappropriation, embezzlement or reckless or willful
\ndestruction of Company property, (d) material breach of any statutory or common
\nlaw duty of loyalty to the Company; (e) intentional and improper conduct
\nmaterially prejudicial to the business of the Company or any of its affiliates,
\nor (f) material breach of any of the covenants provided for in Section 9 hereof.
\nSuch termination shall be effected by written notice thereof delivered by the
\nCompany to you and shall be effective as of the date of such notice; provided,
\nhowever, that if (i) such termination is because of your willful failure or
\nrefusal without proper cause to perform any one or more of your obligations
\nunder this Agreement, (ii) such notice is the first such notice of termination
\nfor any reason delivered by the Company to you under this Section 4.1, and
\n(iii) within 30 days following the date of such notice you shall cease your
\nrefusal and shall use your best efforts to perform such obligations, the
\ntermination shall not be effective. In the event of termination by the
\nCompany for cause, without prejudice to any other rights or remedies that the
\nCompany 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 termination of employment (the “Effective Termination Date”), (ii) to pay
\nany Bonus for any year prior to the year in which such termination occurs that
\nhas been 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. You hereby disclaim any right to
\nreceive a pro rata portion of any Bonus with respect to the year in which such
\ntermination occurs. 4.2 Termination by You for Material Breach by
\nthe Company and Termination by the Company Without Cause<\/u>. Unless previously
\nterminated pursuant to any other provision of this Agreement and unless a
\nDisability Period shall be in effect, you<\/p>\n
\n<\/p>\n
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 the occurrence of such material breach. A material breach
\nby the Company shall include, but not be limited to, (i) the Company violating
\nSection 2 with respect to authority, reporting lines, duties, or place of
\nemployment or (ii) the Company failing to cause any successor to all or
\nsubstantially all of the business and assets of the Company expressly to assume
\nthe obligations of the Company under this Agreement. The Company shall
\nhave the right, exercisable by written notice to you delivered before the date
\nwhich is 60 days prior to the Term Date, to terminate your employment under this
\nAgreement without cause, which notice shall specify the Effective Termination
\nDate. If such notice is delivered on or after the date which is 60 days prior to
\nthe Term Date, the provisions of Section 4.3 shall apply. 4.2.1
\nIn the event of a termination of employment pursuant to this Section 4.2 (a
\n“termination without cause”), you shall receive Base Salary and a pro rata
\nportion of your Average Annual Bonus (as defined below) through the Effective
\nTermination Date. Your Average Annual Bonus shall be equal to the average of the
\nregular annual bonus amounts (excluding the amount of any special or spot
\nbonuses) in respect of the two calendar years during the most recent three
\ncalendar years for which the annual bonus received by you from the Company was
\nthe greatest. Your pro rata Average Annual Bonus pursuant to this Section 4.2.1
\nshall be paid to you at the times set forth in Section 4.6. 4.2.2
\nAfter the Effective Termination Date, you shall continue to be treated as an
\nemployee of the Company for a period ending on the date which is twenty-four
\nmonths after the Effective Termination Date (the “Severance Term Date”). During
\nsuch period 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<\/p>\n
Date of your termination without cause) at an annual rate equal to your Base
\nSalary in effect immediately prior to the notice of termination, and (b) an
\nannual Bonus in respect of each calendar year or portion thereof (in which case
\na pro rata portion of such Bonus will be payable) during such period equal to
\nyour Average Annual Bonus. Except as provided in the next sentence, if you
\naccept other full-time employment during such period or notify the Company in
\nwriting of your intention to terminate your status 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 8.2
\neffective upon the commencement of such other employment or the date specified
\nby you in such notice, 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 8.2 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 shall continue on a
\nmonth-to-month basis and you shall continue to be employed by the Company
\npursuant to the terms of this Agreement, subject to termination by either party
\nhereto on 60 days written notice delivered to the other party (which notice may
\nbe delivered by either party at any time on or after the date which is 60 days
\nprior to the Term Date). If the Company shall terminate the term of employment
\non or after the Term Date for any reason (other than for cause as defined in
\nSection 4.1, in which case Section 4.1 shall apply), which the Company shall
\nhave the right to do so long as no Disability Date (as defined in Section 5) has
\noccurred prior to the delivery by the Company of written notice of termination,
\nthen such termination shall be deemed for all purposes of this Agreement to be a
\n“termination without cause” under Section 4.2 and the<\/p>\n
\n<\/p>\n
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 in the discretion of the Company. If you shall fail to
\nexecute and deliver such release, or if you revoke such release as provided
\ntherein, then in lieu of 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. 4.5 Mitigation<\/u>. In the
\nevent of a termination without cause under this Agreement, you shall not be
\nrequired to take actions in order to mitigate your damages hereunder, unless
\nSection 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
\nwould apply to any payments to you by the Company and your failure to mitigate
\nwould result in the Company losing tax deductions to which it would otherwise
\nhave been entitled. In such an event, Section 4.7.1 shall govern. With respect
\nto the preceding sentences, any payments or rights to which you are entitled by
\nreason of the termination of employment without cause shall be considered as
\ndamages hereunder. Any obligation to mitigate your damages pursuant to this
\nSection 4.5 shall not be a defense or offset to the Company’s obligation to pay
\nyou in full the amounts provided in this Agreement upon the occurrence of a
\ntermination without cause, at the time provided herein, or the timely and full
\nperformance of any of the Company’s other obligations under this Agreement.
\n 4.6 Payments<\/u>. Payments of Base Salary and Bonus required to be
\nmade 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 12.17. 4.7
\nLimitation on Certain Payments<\/u>. Notwithstanding any other provision of
\nthis Agreement: 4.7.1. In the event that part or all of the
\nconsideration, compensation or benefits to be paid to you under this Agreement
\nwould constitute<\/p>\n
\n<\/p>\n
“parachute payments” under Section 280G(b)(2) of the Code, then, if the
\naggregate present value of such parachute payments, singularly or together with
\nthe aggregate present value of any consideration, compensation or benefits to be
\npaid to you under any other plan, arrangement or agreement which constitute
\n“parachute payments” (collectively, the “Parachute Amount”) exceeds 2.99 times
\nyour “base amount”, as defined in Section 280G(b)(3) of the Code (the “Base
\nAmount”), the amounts constituting “parachute payments” which would otherwise be
\npayable to you or for your benefit shall be reduced to the extent necessary so
\nthat the Parachute Amount is equal to 2.99 times the Base Amount (the “Reduced
\nAmount”); provided that such amounts shall not be so reduced if, without such
\nreduction, you would be entitled to receive and retain, on a net after tax basis
\n(including, without limitation, any excise taxes payable under Section 4999 of
\nthe Code), an amount which is greater than the amount, on a net after tax basis,
\nthat you would be entitled to retain upon receipt of the Reduced Amount.
\n 4.7.2. If the determination made pursuant to Section 4.7.1
\nresults in a reduction of the payments that would otherwise be paid to you
\nexcept for the application of Section 4.7.1, such reduction in payments shall be
\nfirst applied to reduce any cash severance payments that you would otherwise be
\nentitled to receive hereunder and shall thereafter be applied to reduce other
\npayments and benefits in a manner that would not result in subjecting you to
\nadditional taxation under Section 409A of the Code, unless you elect to have the
\nreduction in payments applied in a different order. Within ten days following
\nsuch determination, the Company shall pay or distribute to you or for your
\nbenefit such amounts as are then due to you under this Agreement and shall
\npromptly pay or distribute to you or for your benefit in the future such amounts
\nas become due to you under this Agreement. 4.7.3. As a result of
\nthe uncertainty in the application of Sections 280G and 4999 of the Code at the
\ntime of a determination hereunder, it is possible that payments will be made by
\nthe Company that should not have been made under Section 4.7.1 (an
\n“Overpayment”). In the event that there is a final determination by the Internal
\nRevenue Service, or a final determination by a court of competent jurisdiction,
\nthat an Overpayment has been made, the Company shall have no further liability
\nor obligation to you for any excise taxes, interest or penalty that you are
\nrequired to pay as a result of such final determination.<\/p>\n
5. Disability<\/u>. 5.1 Disability Payments<\/u>. If
\nduring the term of employment and prior to the delivery of any notice of
\ntermination without cause, you become physically or mentally disabled, whether
\ntotally or partially, so that you are prevented from performing your usual
\nduties 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 12.17. 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 12.17. 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 9 and 10
\nduring the Disability Period. The advisory services referred to in clause (i) of
\nthe immediately preceding sentence shall consist of rendering advice concerning
\nthe business, affairs and management of the Company as requested by the Chief
\nExecutive Officer or other senior officer of the Company but you shall not be
\nrequired to devote more than five days (up to eight hours per day) each month to
\nsuch services, which shall be performed at a time and place mutually convenient
\nto both parties. Any income from such other employment shall not be applied to
\nreduce the Company’s obligations under this Agreement.<\/p>\n
\n<\/p>\n
5.3 Other Disability Provisions<\/u>. The Company shall be
\nentitled to deduct from all payments to be made to you during the Disability
\nPeriod pursuant to this Section 5 an amount equal to all disability payments
\nreceived by you during the Disability Period from Worker’s Compensation, Social
\nSecurity and disability insurance policies maintained by the Company; provided,
\nhowever, that for so long as, and to the extent that, proceeds paid to you from
\nsuch disability insurance policies are not includible in your income for federal
\nincome tax purposes, the Company’s deduction with respect to such payments shall
\nbe equal to the product of (i) such payments and (ii) a fraction, the numerator
\nof which is one and the denominator of which is one less the maximum marginal
\nrate of federal income taxes applicable to individuals at the time of receipt of
\nsuch payments. All payments made under this Section 5 after the Disability Date
\nare intended to be disability payments, regardless of the manner in which they
\nare computed. Except as otherwise provided in this Section 5, the term of
\nemployment shall continue during the Disability Period and you shall be entitled
\nto all of the rights and benefits provided for in this Agreement, except that
\nSections 4.2 and 4.3 shall not apply during the Disability Period, and unless
\nthe Company has restored you to full-time service at full compensation prior to
\nthe end of the Disability Period, the term of employment shall end and you shall
\ncease to be an employee of the Company at the end of the Disability Period and
\nshall not be entitled to notice and severance or to receive or be paid for any
\naccrued vacation time or unused sabbatical. 6. Death<\/u>. If you die
\nduring the term of employment, this Agreement and all obligations of the Company
\nto make any payments hereunder shall terminate except that your estate (or a
\ndesignated beneficiary) shall be entitled to receive Base Salary to the last day
\nof the month in which your death occurs and Bonus compensation (at the time
\nbonuses are normally paid) based on the Average Annual Bonus, but prorated
\naccording to the number of whole or partial months you were employed by the
\nCompany in such calendar year. 7. 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 year following any calendar year in which you are entitled to this
\namount. You shall be under no obligation to use the payments made by the<\/p>\n
\n<\/p>\n
Company pursuant to the preceding sentence to purchase GUL insurance or to
\npurchase any other life insurance. If the Company discontinues its GUL insurance
\nprogram, the Company shall nevertheless make the payments required by this
\nSection 7 as if such program were still in effect. The payments made to you
\nhereunder shall not be considered as “salary” or “compensation” or “bonus” in
\ndetermining the amount of any payment under any pension, retirement,
\nprofit-sharing or other benefit plan of the Company or any subsidiary of the
\nCompany. 8. Other Benefits<\/u>. 8.1 General
\nAvailability<\/u>. To the extent that (a) you are eligible under the general
\nprovisions thereof (including without limitation, any plan provision providing
\nfor participation to be limited to persons who were employees of the Company or
\ncertain of its subsidiaries prior to a specific point in time) and (b) the
\nCompany maintains such plan or program for the benefit of its executives, during
\nthe term of your employment and so long as you are an employee of 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. 8.2 Benefits After a Termination or
\nDisability<\/u>. After the Effective Termination Date of a termination of
\nemployment pursuant to Section 4.2 and prior to the Severance Term Date or
\nduring the Disability Period, you shall continue to be treated as an employee of
\nthe Company for purposes of eligibility to participate in the Company’s health
\nand welfare benefit plans other than disability programs and to receive the
\nhealth and welfare benefits (other than disability programs) required to be
\nprovided to you under this Agreement to the extent such health and welfare
\nbenefits are maintained in effect by the Company for its executives. After the
\nEffective Termination Date of a termination of employment pursuant to Section 4
\nor during a Disability Period, you shall not be entitled to any additional
\nawards or grants under any stock option, restricted stock or other stock-based
\nincentive plan and you shall not be entitled to continue elective deferrals in
\nor accrue additional benefits under any qualified or nonqualified retirement
\nprograms maintained by the Company. At the Severance Term Date your rights to
\nbenefits and payments under any health and welfare benefit plans or any
\ninsurance or other death benefit plans or arrangements of the Company shall be
\ndetermined in accordance with the terms and provisions of such plans. At the
\nSeverance Term Date or, if earlier, the Equity Cessation<\/p>\n
\n<\/p>\n
Date, 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, consistent with
\nthe terms of the Prior Agreement, notwithstanding the foregoing or any more
\nrestrictive provisions of any such plan or agreement, if your employment with
\nthe Company is terminated as a result of a termination pursuant to Section 4.2,
\nthen, (i) all stock options to purchase shares of Time Warner Common Stock shall
\ncontinue to vest, and any such vested stock options shall remain exercisable
\n(but not beyond the term of such options) through the earlier of the Severance
\nTerm Date or the Equity Cessation Date; (ii) except if you shall then qualify
\nfor retirement under the terms of the applicable stock option agreement and
\nwould receive more favorable treatment under the terms of the stock option
\nagreement; (x) all stock options to purchase shares of Time Warner Common Stock
\ngranted to you on or after January 1, 2005 (the “Term Options”) that would have
\nvested on or before the Severance Term Date (or the comparable date under any
\nemployment agreement that amends, replaces or supersedes this Agreement) shall
\nvest and become immediately exercisable upon the earlier of the Severance Term
\nDate or the Equity Cessation Date, and (y) all your vested Term Options shall
\nremain exercisable for a period of three years after the earlier of the
\nSeverance Term Date or the Equity Cessation Date (but not beyond the term of
\nsuch stock options); (iii) in accordance with the terms of the letter agreement
\ndated December 18, 2001 between you and the Company, the vested stock options
\ngranted to you on or prior to April 6, 2001 shall remain exercisable for a
\nperiod of three years after the Severance Term Date or the Equity Cessation Date
\n(but not beyond the term of such options); (iv) all stock options granted to you
\nafter April 6, 2001 and before January 1, 2005 shall be governed by the terms of
\nthe applicable stock option plan and agreement under which such options were
\nawarded and (v) the Company shall not be permitted to determine that your
\nemployment was terminated for “unsatisfactory performance” within the meaning of
\nany stock option agreement between you and the Company. With respect to awards
\nof restricted stock units (“RSUs”) held at the Effective Termination Date of a
\ntermination of employment pursuant to Section 4.2, subject to potential further
\ndelay in payment pursuant to Section 12.17, (i) if you are eligible for
\nretirement treatment at the Effective Termination Date, then for all awards of
\nRSUs that contain special accelerated vesting upon retirement, the vesting of
\nthe RSUs will accelerate upon, and the shares of Time Warner Common Stock will
\nbe paid to you promptly following, the Effective Termination Date, and (ii) if
\nyou are not eligible for retirement treatment at the effective date of the
\ntermination of employment, then the<\/p>\n
treatment of the RSUs will be determined at the earlier of the Severance Term
\nDate or the Equity Cessation Date in accordance with the terms of the applicable
\naward agreement(s), but the shares of Time Warner Common Stock underlying any
\nvested RSUs will not be paid to you until promptly following the next regular
\nvesting date(s) for such award(s) of RSUs. 8.3 Payments in Lieu of
\nOther Benefits<\/u>. In the event the term of employment and your employment with
\nthe Company is terminated pursuant to any section of this Agreement, you shall
\nnot be entitled to notice and severance under the Company’s general employee
\npolicies or to be paid for any accrued vacation time or unused sabbatical, the
\npayments provided for in such sections being in lieu thereof.
\n 9. Protection of Confidential Information; Non-Compete<\/u>.
\n 9.1 Confidentiality Covenant<\/u>. You acknowledge that your
\nemployment by the Company (which, for purposes of this Section 9 shall mean Time
\nWarner Inc. and its affiliates) will, throughout the term of employment, bring
\nyou into close contact with many confidential affairs of the Company, including
\ninformation about costs, profits, markets, sales, products, key personnel,
\npricing policies, operational methods, technical processes and other business
\naffairs and methods and other information not readily available to the public,
\nand plans for future development. You further acknowledge that the services to
\nbe performed under this Agreement are of a special, unique, unusual,
\nextraordinary and intellectual character. You further acknowledge that the
\nbusiness of the Company is international in scope, that its products and
\nservices are marketed throughout the world, that the Company competes in nearly
\nall of its business activities with other entities that are or could be located
\nin nearly any part of the world and that the nature of your services, position
\nand expertise are such that you are capable of competing with the Company from
\nnearly any location in the world. In recognition of the foregoing, you covenant
\nand agree: 9.1.1 You shall keep secret all confidential matters
\nof the Company and shall not disclose such matters to anyone outside of the
\nCompany, or to anyone inside the Company who does not have a need to know or use
\nsuch information, and shall not use such information for personal benefit or the
\nbenefit of a third party, either during or after the term of employment, except
\nwith the Company’s written consent, provided that (i) you shall have no such
\nobligation to the extent such matters are or become<\/p>\n
\n<\/p>\n
publicly 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; 9.1.2 You shall deliver promptly to the
\nCompany on termination of your employment, or at any other time the Company may
\nso request, all memoranda, notes, records, reports and other documents (and all
\ncopies thereof) relating to the Company’s business, which you obtained while
\nemployed by, or otherwise serving or acting on behalf of, the Company and which
\nyou may then possess or have under your control; and 9.1.3 If the
\nterm of employment is terminated pursuant to Section 4, for a period of one year
\nafter the 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. 9.2
\nNon-Compete<\/u>. During the term of employment and for a period of twelve
\nmonths after (i) the effective date of your retirement or other voluntary
\ntermination of employment 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 or
\na Chief Operating Officer of the Company, render any services to, or act in any
\ncapacity for, any Competitive Entity, or acquire any interest of any type in any
\nCompetitive Entity; provided, however, that the foregoing shall not be deemed to
\nprohibit you from acquiring, (a) solely as an investment and through market
\npurchases, securities of any Competitive Entity which are registered under
\nSection 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are
\npublicly traded, so long as you are not part of any control group of such
\nCompetitive Entity and such securities, including converted securities, do not
\nconstitute more than one percent (1%) of the outstanding voting power of that
\nentity and (b) securities of any Competitive Entity that are not publicly
\ntraded, so long as you are not part of any control group of such Competitive
\nEntity and such securities, including converted securities, do not constitute
\nmore than three percent (3%) of the outstanding voting power of that entity. For
\npurposes<\/p>\n
\n<\/p>\n
of the foregoing, the following shall be deemed to be a Competitive Entity:
\n(x) during the period that you are actively employed with the Company, during
\nthe Disability Period, or prior to the Effective Termination Date in the event
\nyour employment is terminated pursuant to Section 4, any person or entity that
\nengages in any line of business that is substantially the same as either (i) any
\nline of business which the Company engages in, conducts or, to your knowledge,
\nhas definitive plans to engage in or conduct or (ii) any operating business that
\nis engaged in or conducted by the Company as to which, to your knowledge, the
\nCompany covenants, in writing, not to compete with in connection with the
\ndisposition of such business, and (y) after the Disability Period, the Effective
\nTermination Date in the event of a termination of your term of employment
\npursuant to Section 4 or the effective date of your retirement or other
\nvoluntary termination of employment, any of the following: AT&T Corporation,
\nBertelsmann A.G., CBS Corporation, Comcast Corporation, The Walt Disney Company,
\nGeneral Electric Corporation, Google Inc., Microsoft Corporation, The News
\nCorporation Ltd., Sony Corporation, Viacom Inc. and Yahoo! Inc., and their
\nrespective subsidiaries and affiliates and any successor to the internet service
\nprovider, media or entertainment businesses thereof. 10. Ownership of
\nWork Product<\/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<\/p>\n
\n<\/p>\n
in writing prior to the date hereof. The Company hereby agrees that you shall
\nhave all rights and interests in any fictional or non-fictional literary work
\n(including books and plays) written by you during your personal time, it being
\nunderstood, however, that the foregoing shall not include any literary or other
\nWork Product written or created by you in connection with or relating to the
\nperformance of your duties hereunder. 11. Notices<\/u>. All notices,
\nrequests, consents and other communications required or permitted to be given
\nunder this Agreement shall be effective only if given in writing and shall be
\ndeemed to have been duly given if delivered personally or sent by a nationally
\nrecognized overnight delivery service, or mailed first-class, postage prepaid,
\nby registered or certified mail, as follows (or to such other or additional
\naddress as either party shall designate by notice in writing to the other in
\naccordance herewith): 11.1 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) 11.2 If to you, to your residence
\naddress set forth on the records of the Company, with a copy to: David E.
\nAlexander
\nPeyser & Alexander Management, Inc.
\n500 Fifth Avenue, Suite 2700
\nNew York, NY 10110. 12. General<\/u>. 12.1 Governing
\nLaw<\/u>. This Agreement shall be governed by and construed and enforced in
\naccordance with the substantive laws of the State of New York applicable to
\nagreements made and to be performed entirely in New York.<\/p>\n
\n<\/p>\n
12.2 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. 12.3 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. 12.4 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 12.5 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 pursuant to any
\nprovision of this Agreement, and any attempt to do so shall be void and shall
\nnot be recognized by the Company. The Company shall assign its rights together
\nwith its obligations hereunder in connection with any sale, transfer or other
\ndisposition of all or substantially all of the Company’s business and assets,
\nwhether by merger, purchase of stock or assets or otherwise, as the case may be.
\nUpon any such assignment, the Company shall cause any such successor expressly
\nto assume such obligations, and such rights and obligations shall inure to and
\nbe binding upon any such successor. 12.6 Amendments; Waivers<\/u>.
\nThis Agreement may be amended, modified, superseded, cancelled, renewed or
\nextended and the terms or covenants hereof may be waived only by written
\ninstrument executed by both of the parties hereto, or in the case of a waiver,
\nby the party waiving compliance. The failure of either party at any time or
\ntimes to require performance of any provision hereof shall in no manner affect
\nsuch party’s right at a later time to enforce the same. No waiver by either
\nparty of the breach of any term or covenant contained in this Agreement, in any
\none or more instances, shall be<\/p>\n
\n<\/p>\n
deemed to be, or construed as, a further or continuing waiver of any such
\nbreach, or a waiver of the breach of any other term or covenant contained in
\nthis Agreement. 12.7 Specific Remedy<\/u>. In addition to such other
\nrights and remedies as the Company may have at equity or in law with respect to
\nany breach of this Agreement, if you commit a material breach of any of the
\nprovisions of Sections 9.1, 9.2 or 10, the Company shall have the right and
\nremedy to have such provisions specifically enforced by any court having equity
\njurisdiction, it being acknowledged and agreed that any such breach or
\nthreatened breach will cause irreparable injury to the Company. 12.8
\nResolution of Disputes<\/u>. Except as provided in the preceding Section 12.7,
\nany dispute or controversy arising with respect to this Agreement and your
\nemployment hereunder (whether based on contract or tort or upon any federal,
\nstate or local statute, including but not limited to claims asserted under the
\nAge Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964,
\nas amended, any state Fair Employment Practices Act and\/or the Americans with
\nDisability Act) shall, at the election of either you or the Company, be
\nsubmitted to JAMS\/ENDISPUTE for resolution in arbitration in accordance with the
\nrules and procedures of JAMS\/ENDISPUTE. Either party shall make such election by
\ndelivering written notice thereof to the other party at any time (but not later
\nthan 45 days after such party receives notice of the commencement of any
\nadministrative or regulatory proceeding or the filing of any lawsuit relating to
\nany such dispute or controversy) and thereupon any such dispute or controversy
\nshall be resolved only in accordance with the provisions of this Section 12.8.
\nAny such proceedings shall take place in New York City before a single
\narbitrator (rather than a panel of arbitrators), pursuant to any streamlined or
\nexpedited (rather than a comprehensive) arbitration process, before a
\nnon-judicial (rather than a judicial) arbitrator, and in accordance with an
\narbitration process which, in the judgment of such arbitrator, shall have the
\neffect of reasonably limiting or reducing the cost of such arbitration. The
\nresolution of any such dispute or controversy by the arbitrator appointed in
\naccordance with the procedures of JAMS\/ENDISPUTE shall be final and binding.
\nJudgment upon the award rendered by such arbitrator may be entered in any court
\nhaving jurisdiction thereof, and the parties consent to the jurisdiction of the
\nNew York courts for this purpose. The prevailing party shall be entitled to
\nrecover the costs of arbitration (including reasonable attorneys fees and the
\nfees of experts) from the losing party. If at the time any dispute or
\ncontroversy arises with respect to this Agreement, JAMS\/ENDISPUTE is not in
\nbusiness or is no longer providing arbitration services, then the American
\nArbitration Association shall be<\/p>\n
\n<\/p>\n
substituted for JAMS\/ENDISPUTE for the purposes of the foregoing provisions
\nof this Section 12.8. If you shall be the prevailing party in such arbitration,
\nthe Company shall promptly pay, upon your demand, all legal fees, court costs
\nand other costs and expenses incurred by you in any legal action seeking to
\nenforce the award in any court. 12.9 Beneficiaries<\/u>. Whenever
\nthis Agreement 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 12.10 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. 12.11 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 12.12 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. 12.13 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<\/p>\n
\n<\/p>\n
to be owed to such party, whether pursuant to this Agreement or otherwise,
\nand you and the Company shall make all the payments provided for in this
\nAgreement in a timely manner. 12.14 Severability<\/u>. If any
\nprovision of this Agreement shall be held invalid, the remainder of this
\nAgreement shall not be affected thereby; provided, however, that the parties
\nshall negotiate in good faith with respect to equitable modification of the
\nprovision or application thereof held to be invalid. To the extent that it may
\neffectively do so under applicable law, each party hereby waives any provision
\nof law which renders any provision of this Agreement invalid, illegal or
\nunenforceable in any respect. 12.15 Survival<\/u>. Sections 3.4, 8.3
\nand 9 through 12 shall survive any termination of the term of employment by the
\nCompany for cause pursuant to Section 4.1. Sections 3.4, 4.4, 4.5, 4.6, 4.7 and
\n8 through 12 shall survive any termination of the term of employment pursuant to
\nSections 4.2, 5 or 6. 12.16 Definitions<\/u>. The following terms
\nare defined in this Agreement in the places indicated: affiliate : Section 4.2.2
\n
\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
\nCompany : the first paragraph on page 1 and Section 9.1
\nCompetitive Entity : Section 9.2
\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<\/p>\n
\n<\/p>\n
Severance Term Date : Section 4.2.2 TIME WARNER INC.<\/p>\n<\/td>\n By <\/p>\n<\/td>\n \/s\/ Mark A. Wainger <\/p>\n<\/td>\n \/s\/ Olaf Olafsson <\/p>\n<\/td>\n Olaf Olafsson <\/p>\n<\/td>\n ANNEX A RELEASE<\/u> This Release is made by and among waiving or releasing: (i) any claims arising after the Effective Date of this
\nTerm Date : Section 1
\nterm of employment : Section 1
\ntermination without cause : Section 4.2.1
\nWork Product : Section 10 12.17 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. The Company shall consult with you in good faith regarding the
\nimplementation of the provisions of this Section 12.17; provided that neither
\nthe Company nor any of its employees or representatives shall have any liability
\nto you with respect to thereto. IN WITNESS WHEREOF, the parties have
\nduly executed this Agreement as of the date first above written.<\/p>\n
\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n <\/u> <\/u> (“You” or “Your”) and
\nTIME WARNER INC. (the “Company”), One Time Warner Center, New York, New York
\n10019 as of the date set forth below in connection with the Employment Agreement
\ndated <\/u> <\/u>, and effective as
\nof <\/u> <\/u>, and the letter
\nagreement (the “Letter Agreement” between You and the Company dated as of
\n <\/u> <\/u>(as so amended, the
\n“Employment Agreement”), and in association with the termination of your
\nemployment with the Company. In consideration of payments made to You and other
\nbenefits to be received by You by the Company and other benefits to be received
\nby You pursuant to the Employment Agreement, as further reflected in the Letter
\nAgreement, You, being of lawful age, do hereby release and forever discharge the
\nCompany, its successors, related companies, Affiliates, officers, directors,
\nshareholders, subsidiaries, agents, employees, heirs, executors, administrators,
\nassigns, benefit plans (including but not limited to the AOL Time Warner Inc.
\nSeverance Pay Plan For Regular Employees), benefit plan sponsors and benefit
\nplan administrators of and from any and all actions, causes of action, claims,
\nor demands for general, special or punitive damages, attorney’s fees, expenses,
\nor other 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 brought by You or through any action brought by a third
\nparty with respect to the Claims released and waived in the Agreement. Further,
\nnotwithstanding the above, You am not<\/p>\n
\n<\/p>\n
\nAgreement; (iii) any claims for enforcement of this Agreement; (iii) any rights
\nor claims You may have to workers compensation or unemployment benefits;
\n(iv) claims for accrued, vested benefits under any employee benefit plan of the
\nCompany in accordance with the terms of such plans and applicable law; and\/or
\n(v) any claims or rights which cannot be waived by law. You further state that
\nYou have reviewed this Release, that You know and understand its contents, and
\nthat You have executed it voluntarily. You acknowledge that You have been given
\n <\/u> days from the date You received a copy of the
\nRelease to sign it. You also acknowledge that by signing this Release You may be
\ngiving up valuable legal rights and that You have been advised to consult with
\nan attorney. You understand that You have the right to revoke my consent to the
\nRelease for seven days following my signing of the Release. You further
\nunderstand that You will not receive any payments or benefits under this
\nAgreement if You do not sign this Release or if You revoke Your consent to the
\nRelease within seven days after signing the Release. The Release shall not
\nbecome effective or enforceable with respect to claims under the Age
\nDiscrimination Act until the expiration of the seven-day period following Your
\nsigning of this Release. You shall not receive any payments or benefits pursuant
\nto this Agreement until the Release becomes effective. To revoke, You send a
\nwritten statement of revocation by certified mail, return receipt requested, or
\nby hand delivery. If You do not revoke, the Release shall become effective on
\nthe eighth day after You sign it. Accepted and Agreed to:<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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":[9539,9544],"class_list":["post-39729","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39729","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=39729"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39729"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39729"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39729"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}