{"id":40211,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/offer-of-employment-to-patricia-fili-krushel-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"offer-of-employment-to-patricia-fili-krushel-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/offer-of-employment-to-patricia-fili-krushel-time-warner.html","title":{"rendered":"Offer of Employment to Patricia Fili-Krushel – Time Warner"},"content":{"rendered":"

December 17, 2010 Via Hand Delivery<\/u> Patricia Fili-Krushel
\n1155 Park Ave.
\nNew York, NY 10128 Re: Offer of Employment with NBC Universal Dear Pat: This
\nletter (“Letter Agreement”) will confirm our recent discussions regarding the
\noffer of employment for the position of Chief Administrative Officer that you
\nhave received from NBC Universal and the employment agreement between you and
\nTime Warner Inc. (the “Company”) made November 3, 2008 and effective July 1,
\n2008 (the “Agreement”). As discussed, the term of your employment with the
\nCompany continues through June 30, 2011 under the Agreement and Section 9.2 of
\nthe Agreement prohibits you from rendering any services to, or acting in any
\ncapacity for, any Competitive Entity during the term of employment or for a
\ntwelve-month period following the termination of your employment with the
\nCompany. You have requested that the Company agree to end the term of your
\nemployment earlier by accepting your resignation and waive the non-competition
\nprohibition to allow you to accept the position of Chief Administrative Officer
\nof NBC Universal, an entity specified as a Competitive Entity. The Company has
\nconsidered your request and has decided to honor your request in exchange for
\nyou agreeing to the provisions herein and executing the attached release of
\nclaims against the Company (the “Release”). You and the Company, intending to
\nreflect our mutual understanding, hereby agree as follows:<\/p>\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The Company hereby accepts your resignation of employment effective January
\n1, 2011 (the “Termination Date”) and waives your obligations under Section 9.2
\nof the Agreement only as it relates to your acceptance of the offer of
\nemployment and serving as the Chief Administrative Officer of NBC Universal. You
\nhereby resign as Executive Vice President, Administration of the Company as well
\nas any other officer, director or other positions you hold at affiliates of the
\nCompany, in each case effective December 31, 2010. You hereby acknowledge that,
\nafter December 31, 2010, you will not be serving at the request of the Company
\nas a director or in any other capacity of any other entity.<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

You acknowledge that, with the exception of accepting the offer of employment
\nand serving as the Chief Administrative Officer of NBC Universal, you will
\nremain obligated under Sections 9.2., 10 and 12 of the Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

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

<\/td>\n\n

You agree to cooperate with the Company in providing for an orderly
\ntransition of your responsibilities through the Termination Date, which
\ncooperation shall include giving such assistance as may be reasonably requested
\nby the Company. After the Termination Date, such cooperation shall extend to
\nadditional matters as reasonably requested by the Company from time to time,
\nincluding, without limitation, providing information reasonably requested to
\nenable the Company to comply with applicable securities laws and regulations and
\nproviding assistance with respect to legal matters now pending or that may arise
\nabout which you have knowledge by virtue of your employment with the Company<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

You agree that during the remainder of your employment and for a period of
\none year following the Termination Date you shall not solicit and shall not
\ncause NBC Universal or any of its affiliates to solicit any person who was a
\nfull-time employee of the Company at the date of such termination or within six
\nmonths prior thereto. Such prohibition shall not apply to your secretary or
\nexecutive assistant or to any other employee eligible to receive overtime pay.\n<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

You acknowledge that your resignation releases the Company from any further
\nobligations to you under the Agreement, including the fact that you have no
\nfurther right to receive any compensation, payments or benefits from the Company
\nother than what is outlined in this Letter Agreement.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

The Company has agreed that you will be paid a bonus for the year ending
\nDecember 31, 2010 under the Company’s Executive Incentive Plan, based on the
\nCompany’s performance as certified by the Compensation and Human Development
\nCommittee of the Board of Directors (the “Compensation Committee”) and your
\nindividual performance rating, which will be at least 130, less withholdings and
\ndeductions (the “Bonus Payment”). This payment will be made to you in a lump sum
\nat the same time bonuses are paid to executive officers of the Company, i.e.,
\nbetween January 1 and March 15, 2011, provided the Release is effective. If you
\nchoose not to sign this letter or the Release or if you sign the Release but
\nrevoke your consent to the Release within the applicable time period, you will
\nnot be eligible for the Bonus Payment.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

You agree that prior to your last day in the office you will bring your
\nCompany-issued Blackberry to the IT Department so that the Company data can be
\nremoved from the device. You agree to return all Company-issued equipment and
\nCompany property, including the Company-issued Blackberry, to the Company prior
\nto the Termination Date.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

After the Termination Date, you shall not be entitled to any additional
\nawards or grants under any stock option, restricted stock units (“RSUs”),
\nperformance stock units (“PSUs”) or other stock-based incentive plan and you
\nshall not be entitled to continue elective deferrals in or accrue additional
\nbenefits under any qualified or nonqualified retirement programs maintained by
\nthe Company. At the Termination Date, your rights to benefits and payments under
\nany benefit plans or any insurance or other death benefit plans or arrangements
\nof the Company shall be determined in accordance with the terms and provisions
\nof such plans. At the Termination Date, your rights to benefits and payment
\nunder any stock option, RSU, and PSU granted by the Company shall be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

determined in accordance with the terms and provisions of the plans and any
\nagreements under which such stock options, RSUs or PSUs were granted. The
\napplicable treatment is set forth below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

At the Termination Date, because you satisfy the requirements for “retirement
\ntreatment” under the applicable stock option agreements, any stock options to
\npurchase Time Warner common stock that have not vested as of the Termination
\nDate will vest and all vested stock options to purchase Time Warner common stock
\nwill remain exercisable for a period of five years after the Termination Date,
\nbut not beyond their original expiration date.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

At the Termination Date, because you satisfy the requirements for “retirement
\ntreatment” under the applicable restricted stock units agreement, all RSUs will
\nvest , but the shares of Time Warner Common Stock underlying the vested RSUs
\nwill not be paid to you until six months after the Termination Date because of
\nthe requirements of Section 409A of the Internal Revenue Code.<\/p>\n<\/td>\n<\/tr>\n

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

11.<\/p>\n<\/td>\n

<\/td>\n\n

With respect to PSUs, for all awards of PSUs, following the end of the
\nperformance cycle for each outstanding grant of PSUs, a pro-rated portion of
\nsuch grant will vest based on the actual performance certified by the
\nCompensation Committee and the Termination Date in accordance with the terms of
\nthe applicable award agreement and any shares paid out based on the performance
\nlevel so certified will be settled at the regular performance cycle end dates.\n<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

In February 2011 you will be eligible to elect continued coverage under the
\nConsolidated Omnibus Budget Reconciliation Act (“COBRA”). You will receive
\nseparate information regarding your option to continue health benefits.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

You acknowledge that you will use all of your accrued vacation and personal
\ndays prior to December 31, 2010.<\/p>\n<\/td>\n<\/tr>\n

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

14.<\/p>\n<\/td>\n

<\/td>\n\n

You acknowledge that Section 12.15 of your Agreement is deleted in its
\nentirety and the following Section 12.15 is added to the Agreement:
\nSurvival<\/u>. Sections 3.4, 8.3 and 9 through 12 shall survive any
\ntermination of the term of employment by the Company for cause pursuant to
\nSection 4.1. Sections 3.4, 4.2, 4.4, 4.5, 4.6, 4.7, 5 and 8 through 12 shall
\nsurvive any termination of the term of employment pursuant to Sections 4.2, 5 or
\n6. Sections 3.4, 4.6, and 9 through 12 shall survive any termination of the term
\nof employment due to resignation.<\/p>\n<\/td>\n<\/tr>\n

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

15.<\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in Section 12.7 of the Agreement, any claims,
\ncontroversies or disputes arising out of or related to this Letter Agreement or
\nthe Release, the interpretation, validity or enforceability of this Letter
\nAgreement or the Release, or the alleged breach of this Letter Agreement or the
\nRelease shall be submitted to resolution in arbitration in accordance with the
\nprocedures set forth in Section 12.8 of the Employment Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

16.<\/p>\n<\/td>\n

<\/td>\n\n

This Letter Agreement, taken together with the Release and Agreement, as
\nmodified by this Letter Agreement, constitute and contain the entire agreement
\nand understanding concerning your employment, termination from employment and
\nthe other subject matters addressed herein between the parties and supersedes
\nand replaces all prior negotiations and all agreements proposed or otherwise,
\nwhether written or oral, concerning the subject matters hereof. This is an
\nintegrated document.<\/p>\n<\/td>\n<\/tr>\n

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

17.<\/p>\n<\/td>\n

<\/td>\n\n

This Letter Agreement may be executed in counterparts, and each counterpart,
\nwhen executed, shall have the efficacy of a signed original. Photographic copies
\nof such signed counterparts may be used in lieu of the originals for any
\npurpose.<\/p>\n<\/td>\n<\/tr>\n

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

18.<\/p>\n<\/td>\n

<\/td>\n\n

This Letter 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<\/td>\n<\/tr>\n

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

19.<\/p>\n<\/td>\n

<\/td>\n\n

This Letter Agreement is intended to comply with Section 409A of the Internal
\nRevenue Code of 1986, as amended (the “Code”), and will be interpreted in a
\nmanner intended to comply with Section 409A of the Code. Notwithstanding
\nanything herein or contained in the Agreement to the contrary, (i) if at the
\nTermination Date you are a “specified employee” as defined in Section 409A of
\nthe Code (and any related regulations or other pronouncements thereunder) and
\nthe deferral of the commencement of any payments or benefits otherwise payable
\nhereunder as a result of such termination of employment is necessary in order to
\nprevent any accelerated or additional tax under Section 409A of the Code, then
\nthe Company will defer the commencement of the payment of any such payments or
\nbenefits hereunder or under the Agreement (without any reduction in such
\npayments or benefits ultimately paid or provided to you) until the date that is
\nsix months following your termination of employment with the Company (or the
\nearliest date as is permitted under Section 409A of the Code) and (ii) if any
\nother payments of money or other benefits due to you hereunder or under the
\nAgreement could cause the application of an accelerated or additional tax under
\nSection 409A of the Code, such payments or other benefits shall be deferred if
\ndeferral will make such payment or other benefits compliant under Section 409A
\nof the Code, or otherwise such payment or other benefits shall be restructured,
\nto the extent possible, in a manner, determined by the Company, that does not
\ncause such an accelerated or additional tax. To the extent any reimbursements or
\nin-kind benefits due to you under this Letter Agreement or under the Agreement
\nconstitutes “deferred compensation” under Section 409A of the Code, any such
\nreimbursements or in-kind benefits shall be paid to you in a manner consistent
\nwith Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this
\nAgreement or under the Agreement shall be designated as a “separate payment”
\nwithin the meaning of Section 409A of the Code. The Company shall consult with
\nyou in good faith regarding the implementation of the provisions of this Section
\n12; provided that neither the Company nor any of its employees or
\nrepresentatives shall have any liability to you with respect to thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n<\/tbody>\n<\/table>\n

If the foregoing accurately reflects our agreement, please so indicate by
\nsigning where indicated below. We wish you success in your future endeavors,\n<\/p>\n

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

Acknowledged and Agreed to<\/p>\n<\/td>\n

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

\/s\/ Patricia Fili-Krushel<\/p>\n<\/td>\n

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

Patricia Fili-Krushel<\/p>\n<\/td>\n

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

RELEASE<\/u><\/strong><\/p>\n

In consideration of the payments made to you and the Company’s waiver of
\nSection 9.2 of the Employment Agreement(to allow you to take the Chief
\nAdministrative Officer position at NBC Universal only) between you and TIME
\nWARNER INC. (the “Company”), One Time Warner Center, New York, New York 10019,
\nmade November 3, 2008 and effective July 1, 2008, and the letter agreement (the
\n“Letter Agreement”) between You and the Company dated as of December 17, 2010
\n(as so amended, the “Agreement”), and in association with the termination of
\nyour employment with the Company, You, being of lawful age, on behalf of
\nyourself and your heirs, executors, successors and assigns do hereby release and
\nforever discharge the Company, its successors, related companies, affiliates,
\nofficers, directors, shareholders, subsidiaries, agents, employees, heirs,
\nexecutors, administrators, assigns, benefit plans (including but not limited to
\nthe Time Warner Inc. Severance Pay Plan For Regular Employees), benefit plan
\nsponsors and benefit plan administrators, trustees and fiduciaries, and all of
\ntheir successors and assigns, in their individual and official capacities, of
\nand from any and all actions, causes of action, claims, or demands for general,
\nspecial or punitive damages, attorney’s fees, expenses, or other compensation or
\ndamages (collectively, “Claims”), whether known or unknown, arising up to and
\nincluding the date you sign the Letter Agreement and this Release, which in any
\nway relate to or arise out of your employment with the Company or the
\ntermination of Your employment, which You may now have under any federal, state
\nor local law, regulation or order, including without limitation, Claims related
\nto any stock options held by You or granted to You by the Company that are
\nscheduled to vest subsequent to Your termination of employment and Claims under
\nthe Age Discrimination in Employment Act (with the exception of Claims that may
\narise after the date I sign this Release), Title VII of the Civil Rights Act of
\n1964, the Americans with Disabilities Act of 1990, as amended, the Family and
\nMedical Leave Act, the Employee Retirement Income Security Act of 1974, the New
\nYork State Human Rights Law, the New York City Human Rights Law (all as
\namended), any Claim for severance or benefits or notice pay under any plan or
\npolicy of the Company (other than for the enforcement of this Agreement, any
\nClaim under any whistleblower protection law, any Claim sounding in tort, any
\nClaim for breach of contract (express and implied), and any Claim for attorney’s
\nfees, costs, damages and equitable relief 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 Agreement and this Release. Notwithstanding anything to the contrary,
\nnothing in this Release shall prohibit or restrict You from (i) making any
\ndisclosure of information required by law; (ii) filing a charge with, providing
\ninformation to, or testifying or otherwise assisting in any investigation or
\nproceeding brought by, any federal, state or local regulatory or law enforcement
\nagency or legislative body, any self-regulatory organization, or the Company’s
\nlegal, compliance or human resources officers; (iii) filing, testifying or
\nparticipating in or otherwise assisting in a proceeding relating to an alleged
\nviolation of any federal, state or municipal law relating to fraud or any rule
\nor regulation of the Securities and Exchange Commission or any self-regulatory
\norganization; or (iv) challenging the validity of my release of claims under the
\nAge Discrimination in Employment Act. Provided, however, You acknowledge that
\nYou cannot recover any monetary damages or equitable relief in connection with a
\ncharge brought by You or through any action brought by a third party with
\nrespect to the Claims released and waived in the Agreement. Further,
\nnotwithstanding the above, You are not waiving or releasing: (i) any claims
\narising after the Effective Date of this Agreement; (ii) any claims for
\nenforcement of this Agreement; (iii) any<\/p>\n

\n

rights or claims You may have to workers compensation or unemployment
\nbenefits; (iv) claims for accrued, vested benefits under any employee benefit
\nplan of the Company in accordance with the terms of such plans and applicable
\nlaw; and\/or (v) claims under the Fair Labor Standards Act or any claims or
\nrights that cannot be waived by law. You agree that you are receiving valuable
\nconsideration in exchange for signing the Letter Agreement and this Release that
\nis more than what you are otherwise entitled to under any policy or plan of or
\nprior agreement with the Company. You also acknowledge and agree that apart from
\nthe payments and benefits that you will be eligible for and receive under the
\nLetter Agreement, you have, as of the date you signed the Letter Agreement and
\nRelease, received all compensation, notice, leave and benefits due to you from
\nthe Company and that you are not entitled to any other payment or benefit other
\nthan as set forth in the Letter Agreement and this Release. You further state
\nthat You have reviewed this Release, that You know and understand its contents,
\nand that You have executed it voluntarily. You acknowledge that You have been
\ngiven 21 days from the date You received a copy of the Release to sign it. You
\nalso acknowledge that by signing this Release You may be giving up valuable
\nlegal rights and that You have been advised to consult with an attorney. You
\nunderstand that You have the right to revoke Your consent to the Release for
\nseven days following Your signing of the Release. You further understand that
\nYou cease to receive any payments or benefits under this Agreement (except as
\nset forth in Section 4.4 of the Agreement) if You do not sign this Release or if
\nYou revoke Your consent to the Release within seven days after signing the
\nRelease. The Release shall not become effective or enforceable with respect to
\nclaims under the Age Discrimination Act until the expiration of the seven-day
\nperiod following Your signing of this Release. To revoke, You send a written
\nstatement of revocation by certified mail, return receipt requested, or by hand
\ndelivery. If You do not revoke, the Release shall become effective on the eighth
\nday after You sign it. Accepted and Agreed to:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Patricia Fili-Krushel<\/p>\n<\/td>\n

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

Patricia Fili-Krushel<\/p>\n<\/td>\n

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

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

<\/td>\n\n

January 4, 2011<\/p>\n<\/td>\n

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