{"id":40143,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-qualified-directors-stock-option-agreement-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-qualified-directors-stock-option-agreement-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-qualified-directors-stock-option-agreement-time-warner.html","title":{"rendered":"Non-qualified Directors&#8217; Stock Option Agreement &#8211; Time Warner"},"content":{"rendered":"<p><u><strong>TIME WARNER INC.<\/strong><\/u><u><strong>NON-QUALIFIED STOCK OPTION<br \/>\nAGREEMENT<\/strong><\/u><\/p>\n<p>                    Time Warner Inc. (the &#8220;Company&#8221;), has granted the Participant an<br \/>\noption (the &#8220;Option&#8221;) to purchase shares of its common stock, $.01 par value per<br \/>\nshare (the &#8220;Shares&#8221;), on the Date of Grant set forth on the Notice (as defined<br \/>\nbelow).                     The Option is not intended to qualify as an &#8220;incentive stock<br \/>\noption&#8221; under Section  422 of the Code and shall for all purposes be treated as a<br \/>\nnonstatutory stock option.                     1. <u>GRANT OF OPTION.<\/u> The Company<br \/>\nhereby grants to the Participant the right and option to purchase the number of<br \/>\nShares set forth in the Notice, on the terms and conditions and subject to all<br \/>\nthe limitations set forth herein and in the Plan, which is incorporated herein<br \/>\nby reference. &#8220;Notice&#8221; means (i)  the Notice of Grant of Stock Option that<br \/>\naccompanies this Agreement, if this Agreement is delivered to the Participant in<br \/>\n&#8220;hard copy,&#8221; and (ii)  the screen of the website for the stock plan<br \/>\nadministration with the heading &#8220;Vesting Schedule and Details,&#8221; which contains<br \/>\nthe details of the grant governed by this Agreement, if this Agreement is<br \/>\ndelivered electronically to the Participant.                     2. <u>EXERCISE PRICE.<\/u><br \/>\nThe exercise price of the Shares covered by this Option shall be as set forth in<br \/>\nthe Notice, subject to adjustment as provided in the Plan.                     3.<br \/>\n<u>VESTING AND EXERCISABILITY.<\/u> Subject to the terms and conditions set forth<br \/>\nin this Agreement and the Plan, so long as the Participant remains an employee,<br \/>\ndirector or consultant of the Company or an Affiliate, this Option shall vest<br \/>\nand become exercisable ratably in four equal annual installments, on each of the<br \/>\nfirst, second, third and fourth anniversaries of the Date of Grant as set forth<br \/>\nin the Notice.                     As a condition to the exercise of any Option evidenced<br \/>\nby this Agreement, the Participant agrees to hold, for a period of twelve<br \/>\n(12)  months following the date of such exercise, a number of Shares issued<br \/>\npursuant to such exercise equal to 75% (rounded down to the nearest whole Share)<br \/>\nof the quotient of (A)  and (B), where (A)  is the product of (1)  the number of<br \/>\nShares exercised by the Participant multiplied by<\/p>\n<p align=\"center\">\n<hr>\n<\/p>\n<p>(2)  fifty percent (50%) of the excess of the Fair Market Value of a Share on<br \/>\nthe date of exercise over the exercise price and (B)  is the Fair Market Value of<br \/>\na Share on the date of exercise. The holding requirement related to Shares that<br \/>\nis established in this Paragraph  3 shall terminate with respect to the Options<br \/>\nevidenced by this Agreement (as well as any Shares issued pursuant to the<br \/>\nexercise of such Options) on the first anniversary of the date the Participant<br \/>\nceases to be a director of the Company.                     4. <u>TERM OF OPTION.<\/u><br \/>\nUnless earlier terminated pursuant to the provisions of this Agreement or the<br \/>\nPlan, the unexercised portion of the Option shall expire and cease to be<br \/>\nexercisable at the closing time of trading on the day preceding the tenth<br \/>\nanniversary of the Date of Grant (the &#8220;Expiration Date&#8221;) (or at 5:00 p.m.<br \/>\nEastern time on the Expiration Date, if earlier).                     5. <u>TERMINATION OF<br \/>\nSERVICE.<\/u> In the event of the termination of the Participant&#8217;s service<br \/>\nrelationship (whether as an employee, director or consultant) with the Company<br \/>\nor an Affiliate before the Participant has exercised the Option in full or the<br \/>\nOption has terminated pursuant to Paragraph  4, the following rules shall apply:<br \/>\n          (a) <u>Cause.<\/u> If the Participant is removed as a director of the<br \/>\nCompany for &#8220;cause&#8221; (within the meaning of the Company&#8217;s Restated Certificate of<br \/>\nIncorporation and By-laws or the provisions of the General Corporation Law of<br \/>\nthe State of Delaware), the unvested portion of the Option shall immediately<br \/>\nterminate, and the vested portion of the Option shall remain exercisable for one<br \/>\n(1)  month following the Participant&#8217;s date of termination and shall not be<br \/>\nexercisable after the end of such one-month period; <u>provided<\/u>, that if the<br \/>\nParticipant is removed for cause on account of one or more acts of fraud,<br \/>\nembezzlement or misappropriation committed by the Participant, the unvested and<br \/>\nvested portions of the Option shall immediately terminate.           (b)<br \/>\n<u>Retirement.<\/u> If the Participant&#8217;s service relationship is voluntarily<br \/>\nterminated by the Participant at any time (i)  following the attainment of age 55<br \/>\nwith ten (10)  years of service with the Company or any Affiliate or<br \/>\n(ii)  pursuant to a mandatory retirement program for non-employee directors of<br \/>\nthe Company, then the Option shall fully vest and become immediately<br \/>\nexercisable, and shall remain exercisable for five (5)  years following the<br \/>\nParticipant&#8217;s date of termination and shall not be exercisable after the end of<br \/>\nsuch five-year period; <u>provided<\/u>, that if the Company has given the<br \/>\nParticipant notice that his or her service relationship is being terminated<br \/>\nunder the circumstances described in Paragraph 5(a) above prior to the<br \/>\nParticipant&#8217;s election to terminate under this Paragraph  5(b), then the<br \/>\nprovisions of Paragraph 5(a) shall be controlling.           (c) <u>Disability.<\/u><br \/>\nIf the Participant&#8217;s service relationship is terminated as a result of the<br \/>\nParticipant&#8217;s Disability (as defined in the Plan), then the Option shall fully<br \/>\nvest and become immediately exercisable, and shall remain exercisable<\/p>\n<p align=\"center\">2<\/p>\n<hr>\n<\/p>\n<p>for three (3)  years following the Participant&#8217;s date of termination and shall<br \/>\nnot be exercisable after the end of such three-year period.           (d)<br \/>\n<u>Death.<\/u> If the Participant&#8217;s service relationship is terminated as a<br \/>\nresult of the Participant&#8217;s death, then the Option shall fully vest and become<br \/>\nimmediately exercisable, and shall remain exercisable by the Participant&#8217;s<br \/>\ndesignated beneficiary or, if there is no designated beneficiary, the<br \/>\nParticipant&#8217;s Survivors for three (3)  years following the Participant&#8217;s date of<br \/>\ndeath and shall not be exercisable after the end of such three-year period.<br \/>\n          (e) <u>Not Re-elected as a Director.<\/u> If the Participant&#8217;s service<br \/>\nrelationship is terminated because (i)  the Participant is not nominated by the<br \/>\nCompany&#8217;s Board of Directors to stand for re-election at an annual stockholders&#8217;<br \/>\nmeeting at which directors are to be elected, (ii)  having been nominated for<br \/>\nre-election, is not re-elected by the stockholders at such stockholders&#8217;<br \/>\nmeeting, (iii)  having been re-elected by fewer than a majority &#8220;for&#8221; votes of<br \/>\nthe votes cast by the stockholders at such stockholders&#8217; meeting in an<br \/>\nuncontested election of directors, the Participant&#8217;s offer to resign from the<br \/>\nBoard of Directors is accepted by the Board of Directors, or (iv)  any similar<br \/>\nevents that result in the Participant ceasing to serve as a director of the<br \/>\nCompany, the Option shall fully vest and become immediately exercisable and<br \/>\nshall remain exercisable for three (3)  years following the Participant&#8217;s date of<br \/>\ntermination and shall not be exercisable after the end of such three-year<br \/>\nperiod; <u>provided<\/u>, that if at the time the Participant ceases to be a<br \/>\ndirector of the Company under this Paragraph  5(e), the Participant satisfies the<br \/>\nage and service requirements described in Paragraph  5(b), then the provisions of<br \/>\nParagraph 5(b) shall be controlling.           (f) <u>Merger, Reorganization.<\/u> If<br \/>\nthe Participant&#8217;s service relationship is terminated by the Company as a result<br \/>\nof any corporate reorganization, merger or consolidation of the Company or<br \/>\nbecause of a reduction in the size of the Board of Directors, then the Option<br \/>\nshall fully vest and become immediately exercisable, and shall remain<br \/>\nexercisable for three (3)  years following the Participant&#8217;s date of termination<br \/>\nand shall not be exercisable after the end of such three-year period;<br \/>\n<u>provided<\/u> that if at the time the Participant ceases to be a director of<br \/>\nthe Company under this Paragraph 5(f), the Participant satisfies the age and<br \/>\nservice requirements described in Paragraph 5(b), then the provisions of<br \/>\nParagraph 5(b) shall be controlling.           (g) <u>Certain Resignations.<\/u> If<br \/>\nthe Participant&#8217;s service relationship is voluntarily terminated by the<br \/>\nParticipant (i)  for medical reasons, (ii)  to accept a position with any federal,<br \/>\nstate or local government or any agency thereof, (iii)  on the advice of counsel,<br \/>\ndue to a conflict of interest or (iv)  in the discretion of the Committee, for<br \/>\nany reason the Committee determines to be similar to the foregoing, then the<br \/>\nOption shall fully vest and become immediately exercisable<\/p>\n<p align=\"center\">3<\/p>\n<hr>\n<\/p>\n<p>and shall remain exercisable for three (3)  years following the Participant&#8217;s<br \/>\ndate of termination and shall not be exercisable after the end of such<br \/>\nthree-year period.           (h) <u>Other.<\/u> If the Participant&#8217;s service<br \/>\nrelationship is terminated other than under any of the circumstances described<br \/>\nin Paragraphs 5(a) through 5(g) above, then the unvested portion of the Option<br \/>\nshall immediately terminate (subject to Paragraph  6 below), and the vested<br \/>\nportion of the Option shall remain exercisable for three (3)  months following<br \/>\nthe Participant&#8217;s date of termination and shall not be exercisable after the end<br \/>\nof such three-month period; <u>provided<\/u>, that if the Participant&#8217;s service<br \/>\nrelationship is terminated by the Company other than under the circumstances<br \/>\ndescribed in Paragraphs 5(a), 5(c) or 5(d) above, and at the time the<br \/>\nParticipant ceases to be a director of the Company, the Participant satisfies<br \/>\nthe age and service requirements described in Paragraph  5(b), then the<br \/>\nprovisions of Paragraph 5(b) shall be controlling.                     Notwithstanding<br \/>\nanything to the contrary in this Paragraph  5, in no event shall any portion of<br \/>\nthis Option remain exercisable after the Expiration Date. If the Participant is<br \/>\na party to any employment or consulting agreement with the Company or any of its<br \/>\nAffiliates, and such agreement provides for treatment of the Option that is<br \/>\ninconsistent with the provisions of this Paragraph  5, the more favorable<br \/>\nprovisions shall control. A change in status of an Participant within or among<br \/>\nthe Company and its Affiliates shall not affect the Option, except that a change<br \/>\nin status from employee of the Company or an Affiliate to a consultant of the<br \/>\nCompany or an Affiliate shall be treated and have the same effect as if the<br \/>\nParticipant had ceased to be an employee, director or consultant of the Company<br \/>\nor any Affiliate, unless the Committee determines otherwise.                     6.<br \/>\n<u>CHANGE IN CONTROL; DISSOLUTION AND LIQUIDATION.<\/u> In the event a Change in<br \/>\nControl (as defined in the Plan) has occurred, the unvested portion of the<br \/>\nOption shall fully vest and become exercisable upon the earlier of (i)  the<br \/>\nexpiration of the one-year period immediately following the Change in Control,<br \/>\nprovided that the Participant&#8217;s service relationship with the Company has not<br \/>\nbeen terminated or (ii)  the termination of the Participant&#8217;s service<br \/>\nrelationship by the Company under the circumstances described in Paragraph  5(h).<br \/>\nUpon the dissolution or liquidation of the Company, the Option shall terminate;<br \/>\n<u>provided<\/u> that to the extent the Option has not yet terminated pursuant to<br \/>\nParagraph  4 or Paragraph  5, (i)  the Participant or the Participant&#8217;s Survivors<br \/>\nshall have the right immediately prior to such dissolution or liquidation to<br \/>\nexercise the Option to the extent that the Option is then currently vested and<br \/>\nexercisable, and (ii)  if a Change in Control shall have occurred within the<br \/>\ntwelve months immediately prior to the date of such liquidation or dissolution,<br \/>\nthe Participant or the Participant&#8217;s Survivors shall have the right immediately<br \/>\nprior to such dissolution and liquidation to exercise the Option in full whether<br \/>\nor not the Option is otherwise vested and exercisable as of such date.<\/p>\n<p align=\"center\">4<\/p>\n<hr>\n<\/p>\n<p>                    7. <u>METHOD OF EXERCISING OPTION.<\/u> Subject to the terms and<br \/>\nconditions of this Agreement, the Option may be exercised through an approved<br \/>\nbroker\/dealer by written notice on such form as is provided by the Company or<br \/>\npursuant to other procedures established by the Company. Such notice shall state<br \/>\nthe number of Shares with respect to which the Option is being exercised and<br \/>\nshall be signed (whether or not in electronic form) by the person exercising the<br \/>\nOption. Payment of the exercise price for such Shares shall be made (a)  in<br \/>\nUnited States dollars in cash or by check or by wire transfer to the Company,<br \/>\n(b)  at the discretion of the Committee, in accordance with procedures<br \/>\nestablished by the Company, by delivery of Shares, having a fair market value<br \/>\nequal as of the date of the exercise to the exercise price, (c)  at the<br \/>\ndiscretion of the Company, in accordance with a cashless exercise program<br \/>\nestablished with a securities brokerage firm, and approved by the Company,<br \/>\n(d)  through such other method of payment approved by the Company, (e)  at the<br \/>\ndiscretion of the Company, by any combination of (a),(b),(c), and (d)  above. The<br \/>\nCompany shall deliver a certificate or certificates (or other evidence of<br \/>\nownership) representing such Shares as soon as practicable after the notice, the<br \/>\nexercise price and any required withholding taxes have been received by the<br \/>\nCompany, <u>provided<\/u>, that the Company may delay issuance of such Shares<br \/>\nuntil completion of any action or obtaining of any consent, which the Company<br \/>\ndeems necessary or appropriate under any applicable law (including, without<br \/>\nlimitation, state securities or &#8220;blue sky&#8221; laws) and such Shares shall be<br \/>\nsubject to such restrictions as the Committee may determine in accordance with<br \/>\nthe Plan. The certificate or certificates (or other evidence of ownership)<br \/>\nrepresenting the Shares as to which the Option shall have been so exercised<br \/>\nshall be registered in the name of the Participant and if the Participant shall<br \/>\nso request in the notice exercising the Option, shall be registered in the name<br \/>\nof the Participant and another person jointly, with right of survivorship and<br \/>\nshall be delivered as provided above to or upon the written order of the person<br \/>\nor persons exercising the Option. In the event the Option shall be exercised by<br \/>\nany person or person other than the Participant, such notice shall be<br \/>\naccompanied by appropriate proof of the right of such person or persons to<br \/>\nexercise the Option. All Shares that shall be purchased upon the exercise of the<br \/>\nOption as provided herein shall be fully paid and nonassessable.                     8.<br \/>\n<u>PARTIAL EXERCISE.<\/u> Exercise of vested Options in accordance with this<br \/>\nAgreement may be made in whole or in part at any time and from time to time,<br \/>\nexcept that no fractional Share shall be issued pursuant to the Option.<br \/>\n                    9. <u>NON-ASSIGNABILITY<\/u>. The Option shall not be transferable by<br \/>\nthe Participant otherwise than by will or by the laws of descent and<br \/>\ndistribution, or as may be permitted under policies that may be adopted from<br \/>\ntime to time by the Committee in its sole discretion. The Option shall be<br \/>\nexercisable, during the Participant&#8217;s lifetime, only by the Participant (or, in<br \/>\nthe event of legal incapacity or incompetency, by the Participant&#8217;s guardian or<br \/>\nrepresentative) and shall not be assigned, pledged or hypothecated in any way<br \/>\n(whether by operation of law or otherwise) and shall not be subject to<br \/>\nexecution, attachment or similar process. Any attempted transfer, assignment,<br \/>\npledge, hypothecation or other disposition of the Option or of any rights<br \/>\ngranted<\/p>\n<p align=\"center\">5<\/p>\n<hr>\n<\/p>\n<p>hereunder contrary to the provisions of this Paragraph  9, or the levy of any<br \/>\nattachment or similar process upon the Option or such rights shall be null and<br \/>\nvoid.                     10. <u>NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.<\/u> The<br \/>\nParticipant shall have no rights as a stockholder with respect to Shares subject<br \/>\nto this Agreement until the issuance of the Shares. Except as is expressly<br \/>\nprovided in the Plan with respect to certain changes in the capitalization of<br \/>\nthe Company, no adjustment shall be made for dividends or similar rights for<br \/>\nwhich the record date is prior to the date of such registration.                     11.<br \/>\n<u>CAPITAL CHANGES AND BUSINESS SUCCESSIONS.<\/u> The Plan contains provisions<br \/>\ncovering the treatment of Options in a number of contingencies such as stock<br \/>\nsplits and mergers. Provisions in the Plan for adjustment with respect to Shares<br \/>\nsubject to the Option and the related provisions with respect to successors to<br \/>\nthe business of the Company are hereby made applicable hereunder and are<br \/>\nincorporated herein by reference.                     12. <u>TAXES.<\/u> Upon exercise of<br \/>\nthe Option, the Participant shall be required to pay to the Company the amount<br \/>\nof any applicable federal, state and local withholding taxes due as a result of<br \/>\nsuch exercise. The Participant agrees that the Company may withhold from the<br \/>\nParticipant&#8217;s remuneration, if any, the appropriate amount of federal, state and<br \/>\nlocal withholding attributable to such amount that the Company believes it is<br \/>\nobligated to withhold under the Code, including, but not limited to, income and<br \/>\nemployment taxes. Subject to the right of the Committee to disapprove any such<br \/>\nelection and require the Participant to pay the required withholding taxes in<br \/>\ncash, the Participant shall have the right to elect to pay the withholding taxes<br \/>\nwith Shares to be received upon exercise of the Option, in accordance with<br \/>\nprocedures to be established by the Committee. Unless the Company shall permit<br \/>\nanother valuation method to be elected by the Participant, Shares used to pay<br \/>\nany required withholding tax shall be valued at the closing price of a Share as<br \/>\nreported on the New York Stock Exchange Composite Tape on the date the<br \/>\nwithholding tax becomes due. Any election to pay withholding taxes with Shares<br \/>\nmust be made on or prior to the date the withholding tax becomes due and shall<br \/>\nbe irrevocable once made. Any such election must be in conformity with the<br \/>\nconditions established by the Company from time to time. The Participant further<br \/>\nagrees that, if the Company does not withhold an amount from the Participant&#8217;s<br \/>\nremuneration sufficient to satisfy the Company&#8217;s income tax withholding<br \/>\nobligation, the Participant shall reimburse the Company, in cash, for the amount<br \/>\nunder-withheld within thirty (30)  days after the Company has given the<br \/>\nParticipant notice of such under-withheld amount.                     13. <u>NO OBLIGATION<br \/>\nTO MAINTAIN RELATIONSHIP OR GRANT OPTIONS.<\/u> The Company is not by the Plan or<br \/>\nthis Option obligated to continue the Participant as an employee, director or<br \/>\nconsultant of the Company. The Participant also agrees and acknowledges that<br \/>\ngrants of Options under the Plan are<\/p>\n<p align=\"center\">6<\/p>\n<hr>\n<\/p>\n<p>discretionary and any grant of Options under the Plan does not imply any<br \/>\nobligation on the part of the Company to make any future option grants.<br \/>\n                    14. <u>NOTICES.<\/u> Any notices required or permitted by the terms of<br \/>\nthis Agreement or the Plan shall be given by recognized courier service,<br \/>\nfacsimile, registered or certified mail, return receipt requested, addressed as<br \/>\nfollows:<\/p>\n<table style=\"font-size: 10pt\" width=\"100%\" cellpadding=\"0\" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"5%\"><\/td>\n<td width=\"2%\"><\/td>\n<td width=\"8%\"><\/td>\n<td width=\"8%\"><\/td>\n<td width=\"77%\"><\/td>\n<\/tr>\n<tr>\n<td valign=\"top\"><\/td>\n<td><\/td>\n<td valign=\"top\">\n<p>If to the Company:<\/p>\n<\/td>\n<td><\/td>\n<td valign=\"top\">\n<p>Time Warner Inc. <br \/>\nOne Time Warner Center <br \/>\nNew York, NY 10019 <br \/>\nAttn: Senior Vice President-Global Compensation and Benefits<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td valign=\"top\"><\/td>\n<td><\/td>\n<td valign=\"top\"><\/td>\n<td><\/td>\n<td valign=\"top\"><\/td>\n<\/tr>\n<tr>\n<td valign=\"top\"><\/td>\n<td><\/td>\n<td valign=\"top\">\n<p>If to the Participant:<\/p>\n<\/td>\n<td><\/td>\n<td valign=\"top\">\n<p>at the most recent address information set forth in the Company&#8217;s records;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>or such other address or addresses of which notice in the same manner has<br \/>\npreviously been given. Any such notice shall be deemed to have been given upon<br \/>\nthe earlier of the receipt, one business day following delivery to a nationally<br \/>\nrecognized overnight courier service or three business days following mailing by<br \/>\nregistered or certified mail.                     15. <u>GOVERNING LAW; SUBMISSION TO<br \/>\nJURISDICTION.<\/u> This Agreement shall be governed by and construed in<br \/>\naccordance with the laws of the State of New York, without regard to its<br \/>\nprinciples of conflicts of laws. The parties further agree that any and all<br \/>\ndisputes related to the subject matter of this Agreement shall be brought only<br \/>\nin a state or federal court of competent jurisdiction sitting in Manhattan, New<br \/>\nYork, and the parties hereby irrevocably submit to the jurisdiction of any such<br \/>\ncourt and irrevocably agree that venue for any such action shall be only in any<br \/>\nsuch court.                     16. <u>BENEFIT OF AGREEMENT.<\/u> Subject to the provisions<br \/>\nof the Plan and the other provisions hereof, this Agreement shall be for the<br \/>\nbenefit of and shall be binding upon the heirs, executors, administrators,<br \/>\nsuccessors and assigns of the parties hereto.                     17. <u>ENTIRE<br \/>\nAGREEMENT.<\/u> This Agreement, together with the Notice and the Plan, embodies<br \/>\nthe entire agreement and understanding between the parties hereto with respect<br \/>\nto the subject matter hereof and supersedes all prior oral or written agreements<br \/>\nand understandings relating to the subject matter hereof. No statement,<br \/>\nrepresentation, warranty, covenant or agreement not expressly set forth in this<br \/>\nAgreement or the Notice shall affect or be used to interpret, change or<br \/>\nrestrict, the express terms and provisions of this Agreement or the Notice;<br \/>\n<u>provided<\/u>, that this Agreement and the Notice shall be subject to and<br \/>\ngoverned by the Plan, and in the event of any inconsistency between the<br \/>\nprovisions of this Agreement or the Notice and the provisions of the Plan, the<br \/>\nprovisions of the Plan shall govern.<\/p>\n<p align=\"center\">7<\/p>\n<hr>\n<\/p>\n<p>                    18. <u>MODIFICATIONS AND AMENDMENTS.<\/u> The terms and provisions<br \/>\nof this Agreement and the Notice may be modified or amended as provided in the<br \/>\nPlan.                     19. <u>WAIVERS AND CONSENTS.<\/u> Except as provided in the Plan,<br \/>\nthe terms and provisions of this Agreement and the Notice may be waived, or<br \/>\nconsent for the departure therefrom granted, only by a written document executed<br \/>\nby the party entitled to the benefits of such terms or provisions. No such<br \/>\nwaiver or consent shall be deemed to be or shall constitute a waiver or consent<br \/>\nwith respect to any other terms or provisions of this Agreement or the Notice,<br \/>\nwhether or not similar. Each such waiver or consent shall be effective only in<br \/>\nthe specific instance and for the purpose for which it was given, and shall not<br \/>\nconstitute a continuing waiver or consent.                     20. <u>REFORMATION;<br \/>\nSEVERABILITY.<\/u> If any provision of this Agreement or the Notice (including<br \/>\nany provision of the Plan that is incorporated herein by reference) shall<br \/>\nhereafter be held to be invalid, unenforceable or illegal, in whole or in part,<br \/>\nin any jurisdiction under any circumstances for any reason, (i)  such provision<br \/>\nshall be reformed to the minimum extent necessary to cause such provision to be<br \/>\nvalid, enforceable and legal while preserving the intent of the parties as<br \/>\nexpressed in, and the benefits of the parties provided by, this Agreement, the<br \/>\nNotice and the Plan or (ii)  if such provision cannot be so reformed, such<br \/>\nprovision shall be severed from this Agreement or the Notice and an equitable<br \/>\nadjustment shall be made to this Agreement or the Notice (including, without<br \/>\nlimitation, addition of necessary further provisions) so as to give effect to<br \/>\nthe intent as so expressed and the benefits so provided. Such holding shall not<br \/>\naffect or impair the validity, enforceability or legality of such provision in<br \/>\nany other jurisdiction or under any other circumstances. Neither such holding<br \/>\nnor such reformation or severance shall affect the legality, validity or<br \/>\nenforceability of any other provision of this Agreement, the Notice or the Plan.<br \/>\n                    21. <u>ENTRY INTO FORCE.<\/u> By entering into this Agreement, the<br \/>\nParticipant agrees and acknowledges that the Participant has received and read a<br \/>\ncopy of the Plan. This Agreement shall not constitute a valid and binding<br \/>\nobligation of the Company to the Participant until signed or electronically<br \/>\nacknowledged and agreed to by the Participant. The Participant acknowledges and<br \/>\nagrees that the Participant may be entitled from time to time to receive certain<br \/>\nother documents related to the Company, including the Company&#8217;s annual report to<br \/>\nstockholders and proxy statement related to its annual meeting of stockholders<br \/>\n(which become available each year approximately three months after the end of<br \/>\nthe calendar year), and the Participant consents to receive such documents<br \/>\nelectronically through the Internet or as the Company otherwise directs.<br \/>\n                    22. <u>DEFINED TERMS.<\/u> Any terms used but not defined herein shall<br \/>\nhave the meanings given to such terms in the Plan.<\/p>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<blockquote>\n<p>8<\/p>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\n<\/blockquote>\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":[9539,9543],"class_list":["post-40143","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40143","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=40143"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40143"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40143"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40143"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}