{"id":40262,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-stock-units-agreement-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-stock-units-agreement-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-stock-units-agreement-time-warner.html","title":{"rendered":"Performance Stock Units Agreement – Time Warner"},"content":{"rendered":"

PSU Agreement
\nVersion 4 (PSU4)
\nFor Use from February 2010 Performance Stock Units
\nAgreement<\/strong><\/u> General Terms and Conditions<\/strong>
\n WHEREAS, the Company has adopted the Plan (as defined below), the
\nterms of which are hereby incorporated by reference and made a part of this
\nAgreement; and WHEREAS, the Committee has determined that it
\nwould be in the best interests of the Company and its stockholders to grant the
\nperformance stock units (the “PSUs<\/strong><\/u>“) provided for herein
\nto the Participant pursuant to the Plan and the terms set forth herein.
\n NOW, THEREFORE, in consideration of the mutual covenants
\nhereinafter set forth, the parties agree as follows:<\/p>\n\n\n\n
\n

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

<\/td>\nDefinitions<\/strong><\/u><\/p>\n

. Whenever the following terms are used in this Agreement, they shall have
\nthe meanings set forth below. Capitalized terms not otherwise defined herein
\nshall have the same meanings as in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Adjusted EPS<\/strong><\/u>” means the Adjusted Earnings Per Share
\nof a company for a designated period, generally a twelve-month period ending on
\na specified date, as reported by Bloomberg. As described on Bloomberg at
\nFebruary 6, 2009, this measure excludes the effects of one-time and
\nextraordinary gains\/losses, including: realized investment gains\/losses,
\nrestructuring charges, non-recurring charges\/gains, unusual charges\/gains,
\nreserve charges, large writedowns, spin-off\/sell-off expenses, merger expenses,
\nacquisition charges, sale of subsidiary expenses, forgiveness of debt, writedown
\nof goodwill, ESOP charges, and acquired research and development costs.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Adjusted EPS Percentile<\/strong><\/u>” means the percentile rank
\nof the Company’s growth in Adjusted EPS from the beginning through the end of a
\nspecified measurement period (generally the Performance Period) relative to the
\ngrowth in Adjusted EPS for the same period for each of the companies in the
\nS&P 500 Index (the “Index<\/strong><\/u>“) at the beginning and
\nthroughout such measurement period; provided, however<\/u>, that for purposes
\nof measuring the Adjusted EPS Percentile, the Index shall be deemed to include
\ncompanies that were removed from the S&P 500 Index during the measurement
\nperiod but that continued during the entire measurement period to have their
\nshares listed on at least one of the NYSE, NASDAQ, American Stock Exchange,
\nBoston Stock Exchange, Chicago Stock Exchange, National Stock Exchange (formerly
\nCincinnati Stock Exchange), NYSE Arca (formerly known as the Pacific Stock
\nExchange) or Philadelphia Stock Exchange.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

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

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

means, “Cause” as defined in an employment agreement between the Company or
\nany of its Affiliates and the Participant or, if not defined therein or if there
\nis no such agreement, “Cause” means (i) Participant’s continued failure
\nsubstantially to perform such Participant’s duties (other than as a result of
\ntotal or partial incapacity due to physical or mental illness) for a period of
\nten (10) days following written notice by the Company or any of its Affiliates
\nto the Participant of such failure, (ii) dishonesty in the performance of the
\nParticipant’s duties, (iii) Participant’s conviction of, or plea of nolo
\ncontendere <\/em>to, a crime constituting (A) a felony under the laws of the
\nUnited States or any state thereof or (B) a misdemeanor involving moral
\nturpitude, (iv) Participant’s insubordination, willful malfeasance or willful
\nmisconduct in connection with Participant’s duties or any act or omission which
\nis injurious to the financial condition or business reputation of the Company or
\nany of its Affiliates, or (v) Participant’s breach of any non-competition,
\nnon-solicitation or confidentiality provisions to which the Participant is
\nsubject. The determination of the Committee as to the existence of “Cause” will
\nbe conclusive on the Participant and the Company.<\/p>\n<\/td>\n<\/tr>\n

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

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

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

means, “Disability” as defined in an employment agreement between the Company
\nor any of its Affiliates and the Participant or, if not defined therein or if
\nthere shall be no such agreement, “disability” of the Participant shall have the
\nmeaning ascribed to such term in the Company’s long-term disability plan or
\npolicy, as in effect from time to time.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Division Change in Control<\/strong><\/u>” means (i) a transfer by
\nthe Company or any Affiliate of the Participant’s Employment to a corporation,
\ncompany or other entity whose financial results are not consolidated with those
\nof the Company or (ii) a change in the ownership structure of the Affiliate with
\nwhich the Participant has Employment such that the Affiliate’s financial results
\nare no longer consolidated with those of the Company.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Good Reason<\/strong><\/u>” means “Good Reason” as defined in an
\nemployment agreement between the Company or any of its Affiliates and the
\nParticipant or, if not defined therein, “Good Reason” means the termination of
\nthe Participant’s Employment by the Participant because of a breach by the
\nCompany or any Affiliate of any employment agreement to which the Participant is
\na party; provided<\/u>, that “Good Reason” will cease to exist for an event on
\nthe sixtieth (60th<\/sup>) day following the later of its occurrence or the
\nParticipant’s knowledge thereof, unless the Participant has given the Company
\nwritten notice of his or her termination of employment for Good Reason prior to
\nsuch date.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Notice of Grant of Performance Stock Units<\/strong><\/u>” means
\n(i) the Notice of Grant of Performance Stock Units that accompanies this
\nAgreement, if this Agreement is delivered to the Participant in “hard copy,” and
\n(ii) the screen of the website for the stock plan administration with the
\nheading “Vesting Schedule and Details,” which contains the details of the grant
\ngoverned by this Agreement, if this Agreement is delivered electronically to the
\nParticipant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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

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

<\/td>\n\n

“Participant<\/strong><\/u>” means an individual to whom PSUs have
\nbeen awarded pursuant to the Plan and shall have the same meaning as may be
\nassigned to the terms “Holder” or “Participant” in the Plan.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Performance Level<\/strong><\/u>” means the level of performance
\nachieved by the Company during a measurement period (generally, the Performance
\nPeriod) based on the TSR Percentile and the Adjusted EPS Percentile for such
\nperiod, which shall determine the percentage of Target PSUs that will vest, as
\nset forth in paragraph 4.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Performance Period<\/strong><\/u>” means the period commencing and
\nending on the dates set forth in the Notice of Grant of Performance Stock Units.\n<\/p>\n<\/td>\n<\/tr>\n

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

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

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

means the equity plan maintained by the Company that is specified in the
\nNotice of Grant of Performance Stock Units, which has been provided to the
\nParticipant separately and which accompanies and forms a part of this Agreement,
\nas such plan may be amended, supplemented or modified from time to time.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Retirement<\/strong><\/u>” means a termination of employment by the
\nParticipant (i) following the attainment of age 55 with ten (10) or more years
\nof service as an employee or a director with the Company or any Affiliate or
\n(ii) pursuant to a retirement plan or early retirement program of the Company or
\nany Affiliate.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Shares<\/strong><\/u>” means shares of Common Stock of the Company.\n<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Total Shareholder Return<\/strong><\/u>” or
\n“TSR<\/strong><\/u>” means a company’s total shareholder return,
\ncalculated based on stock price appreciation during a specified measurement
\nperiod plus the value of dividends paid on such stock during the measurement
\nperiod (which shall be deemed to have been reinvested in the underlying
\ncompany’s stock effective the “ex-dividend” date based on the closing price for
\nsuch company for purposes of measuring TSR).<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“TSR Percentile<\/strong><\/u>” means the percentile rank of the TSR
\nfor the Shares during a specified measurement period (generally the Performance
\nPeriod) relative to the TSR for each of the companies in the Index at the
\nbeginning and throughout such measurement period; provided, however<\/u>, that
\nfor purposes of measuring the TSR Percentile, (i) the Index shall be deemed to
\ninclude companies that were removed from the S&P 500 Index during the
\nmeasurement period but that continued during the entire measurement period to
\nhave their shares listed on at least one of the NYSE, NASDAQ, American Stock
\nExchange, Boston Stock Exchange, Chicago Stock Exchange, National Stock Exchange
\n(formerly Cincinnati Stock Exchange), NYSE Arca (formerly known as the Pacific
\nStock Exchange) or Philadelphia Stock Exchange; and (ii) the beginning and
\nending TSR values shall be calculated based on the average of the closing prices
\nof the applicable company’s stock on the composite tape for the 30 trading days
\nprior to and including the beginning or ending date, as applicable, of the
\nmeasurement period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

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

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

<\/td>\n\n

“Vesting Date<\/strong><\/u>” means the vesting date set forth in
\nthe Notice of Grant of Performance Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nGrant of Performance Stock Units<\/strong><\/u><\/p>\n

. The Company hereby grants to the Participant (the
\n“Award<\/strong><\/u>“), on the terms and conditions hereinafter set
\nforth, the target number of PSUs (the “Target PSUs<\/strong><\/u>“) set
\nforth in the Notice. Each PSU represents the unfunded, unsecured right of the
\nParticipant to receive a Share on the date(s) specified herein, subject to
\nachievement of the relevant performance criteria. The Target PSUs represent the
\nnumber of PSUs that will vest on the Vesting Date if the Company achieves the
\n“Target” Performance Level for the Performance Period, and the Participant
\nremains in Employment through the Vesting Date. PSUs do not constitute issued
\nand outstanding shares of Common Stock for any corporate purposes and do not
\nconfer on the Participant any right to vote on matters that are submitted to a
\nvote of holders of Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nDividend Equivalents and Retained
\nDistributions<\/strong><\/u>. <\/strong><\/p>\n

If on any date while PSUs are outstanding hereunder the Company shall pay any
\nregular cash dividend on the Shares, the Participant shall not be entitled to
\nreceive the amount of cash equal to the dividend paid on a Share as a dividend
\nequivalent payment (the “Dividend Equivalents<\/strong><\/u>“) at the
\ntime the regular cash dividend is paid to holders of Shares. If on any date
\nwhile PSUs are outstanding hereunder the Company shall pay any dividend
\n(including a regular cash dividend) or make any other distribution on the
\nShares, then, the Participant shall be credited with a bookkeeping entry
\nequivalent to such dividend or distribution for each Target PSU held by the
\nParticipant on the record date for such dividend or distribution, but the
\nCompany shall retain custody of all such dividends and distributions (the
\n“Retained Distributions<\/strong><\/u>“) <\/strong>unless the
\nBoard has in its sole discretion (and in a manner consistent with Section 19 of
\nthe Plan) determined that an amount equivalent to such dividend other than a
\nregular cash dividend or distribution shall be paid currently to the
\nParticipant; provided<\/u>, however<\/u>, that if the Retained Distribution
\nrelates to a dividend paid in Shares, the Participant shall receive an
\nadditional amount of PSUs (i.e., by increasing the number of Target PSUs) equal
\nto the product of (I) the aggregate number of Target PSUs held by the
\nParticipant pursuant to this Agreement through the related dividend record date,
\nmultiplied by (II) the number of Shares (including any fraction thereof) payable
\nas a dividend on a Share. Retained Distributions will not bear interest and will
\nbe subject to the same restrictions as the PSUs to which they relate. Retained
\nDistributions will be paid only with respect to the number of Shares that vest
\npursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that
\nShares are issued to the Participant pursuant to paragraphs 4, 5 or 6,
\napplicable. Notwithstanding anything else contained in this paragraph 3, no
\npayment of Retained Distributions shall occur before the first date on which a
\npayment could be made without subjecting the Participant to tax under the
\nprovisions of Section 409A of the Internal Revenue Code of 1986, as amended (the
\n“Code<\/strong><\/u>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nVesting and Delivery of Vested Securities<\/strong><\/u><\/p>\n

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

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

<\/td>\n\n

Subject to the terms and provisions of the Plan and this Agreement, on the
\nVesting Date, the Company shall issue or transfer to the Participant the number
\nof Shares corresponding to the Performance Level achieved during the Performance\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

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

Period and the Retained Distributions, if any, relating to such Shares.
\nExcept as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs
\nand any Retained Distributions relating thereto shall occur only if the
\nParticipant has continued in Employment of the Company or any of its Affiliates
\non the Vesting Date and has continuously been so employed since the Date of
\nGrant (as defined in the Notice of Grant of Performance Stock Units). As of the
\nVesting Date, a percentage (between 0% and 200%) of the target number of PSUs
\nshall vest as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

If the Company’s TSR Percentile for the Performance Period is ranked at or
\nabove the 50th<\/sup> percentile, then the percentage of the target number
\nof PSUs that shall vest is based on the Company’s TSR Percentile during the
\nPerformance Period, as indicated in the table below;<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If the Company’s TSR Percentile for the Performance Period is ranked below
\nthe 50th<\/sup> percentile and the Adjusted EPS Percentile for the
\nPerformance Period is ranked at or above the 50th<\/sup> percentile, then
\nthe percentage of the target number of PSUs that shall vest is the average of
\n(x) the percentage of the target number of PSUs that would vest based on the
\nCompany’s TSR Percentile during the Performance Period, as indicated in the
\ntable below, and (y) 100%; and<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If the Company’s TSR Percentile for the Performance Period is ranked below
\nthe 50th<\/sup> percentile and the Adjusted EPS Percentile for the
\nPerformance Period is ranked below the 50th<\/sup> percentile, then the
\npercentage of the target number of PSUs that shall vest is based on the
\nCompany’s TSR Percentile during the Performance Period, as indicated in the
\ntable below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Performance<\/strong><\/td>\n<\/td>\nCompany TSR Percentile During<\/strong><\/td>\n<\/td>\nPercentage of Target<\/strong><\/td>\n<\/tr>\n
Level<\/strong><\/td>\n<\/td>\nPerformance Period<\/strong><\/td>\n<\/td>\nPSUs That Vest<\/strong><\/td>\n<\/tr>\n
\n

Maximum<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at the 100th<\/sup> percentile<\/p>\n<\/td>\n

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

200<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

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

Target<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at the 50th<\/sup> percentile<\/p>\n<\/td>\n

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

100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

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

Threshold<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked at the 25th<\/sup> percentile<\/p>\n<\/td>\n

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

50<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

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

Below Threshold<\/p>\n<\/td>\n

<\/td>\n\n

The Company is ranked below the 25th<\/sup> percentile<\/p>\n<\/td>\n

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

0<\/p>\n<\/td>\n

\n

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

The percentage of Target PSUs that vest if the Company’s TSR Percentile
\nduring the Performance Period is between the “Threshold” and “Target” or between
\nthe “Target” and “Maximum” Performance Levels shall be determined by linear
\ninterpolation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

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

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

<\/td>\nPSUs Extinguished<\/u><\/p>\n

. Upon each issuance or transfer of Shares in accordance with this Agreement,
\na number of PSUs equal to the number of Shares issued or transferred to the
\nParticipant shall be extinguished and such number of PSUs will not be considered
\nto be held by the Participant for any purpose.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\nFinal Issuance<\/u><\/p>\n

. Upon the final issuance or transfer of Shares and Retained Distributions,
\nif any, to the Participant pursuant to this Agreement, in lieu of a fractional
\nShare, the Participant shall receive a cash payment equal to the Fair Market
\nValue of such fractional Share.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\nSection 409A<\/u><\/p>\n

. Notwithstanding anything else contained in this Agreement, no Shares or
\nRetained Distributions shall be issued or transferred to a Participant before
\nthe first date on which a payment could be made without subjecting the
\nParticipant to tax under the provisions of Section 409A of the Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nTermination of Employment<\/strong><\/u><\/p>\n

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

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

<\/td>\n\n

If the Participant’s Employment with the Company and its Affiliates is
\nterminated by the Participant for any reason other than those described in
\nclauses (b) and (c) below prior to the Vesting Date, then the PSUs covered by
\nthe Award and all Retained Distributions relating thereto shall be completely
\nforfeited on the date of any such termination, unless otherwise provided in an
\nemployment agreement between the Participant and the Company or an Affiliate.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

If the Participant’s Employment terminates as a result of his or her death
\nprior to the end of the Performance Period, then the Company shall immediately
\nissue or transfer to the Participant’s estate a pro rata portion of the number
\nof Shares underlying the PSUs that would have vested (if any) if the Performance
\nPeriod ended on the date of the Participant’s death plus all Retained
\nDistributions relating thereto; provided, however<\/u>, that in the event such
\ntermination of Employment due to death occurs prior to the first anniversary of
\nthe Date of Grant, then the pro rata number of PSUs that vest shall be based on
\nthe number of Target PSUs, without regard to the actual Performance Level
\nachieved through such date. The pro rata amount of PSUs that shall vest upon the
\nParticipant’s death shall be determined by multiplying<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

the full number of PSUs covered by the Award that would vest based on the
\nactual Performance Level achieved through the date of death (or, in the case of
\ndeath prior to the first anniversary of the Date of Grant, based on the number
\nof Target PSUs) by;<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

a fraction, the numerator of which shall be the number of days from the Date
\nof Grant through the date of the Participant’s death, and the denominator of
\nwhich shall be the number of days from the Date of Grant through the last day of
\nthe Performance Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

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

If the product of (x) and (y) results in a fractional share, such fractional
\nshare shall be rounded to the next higher whole share.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

The PSUs and any Retained Distributions related thereto that do not vest as
\ndescribed above shall be completely forfeited.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If the Participant’s Employment is terminated by the Company and its
\nAffiliates for any reason other than for Cause or if the Participant terminates
\nEmployment due to Good Reason, Retirement or Disability, then the Participant
\nshall remain entitled to receive a pro rata portion of the PSUs that would
\notherwise vest (if any) on the Vesting Date based on the actual Performance
\nLevel achieved for the full Performance Period, and any Retained Distributions
\nrelating thereto, and such pro rata portion of the PSUs shall become vested, and
\nShares subject to such PSUs and any Retained Distributions relating thereto
\nshall be issued or transferred to the Participant on the Vesting Date as
\nfollows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

the number of PSUs covered by the Award that would vest on the Vesting Date
\n(based on the actual Performance Level achieved for the full Performance Period)
\nmultiplied by;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

a fraction, the numerator of which shall be the number of days from the Date
\nof Grant through the date of such termination, and the denominator of which
\nshall be the number of days from the Date of Grant through the last day of the
\nPerformance Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

If the product of (x) and (y) results in a fractional share, such fractional
\nshare shall be rounded to the next higher whole share.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

The PSUs and any Retained Distributions related thereto that do not vest as
\ndescribed above shall be completely forfeited following the end of the
\nPerformance Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n\n

For purposes of this paragraph 5, a temporary leave of absence shall not
\nconstitute a termination of Employment or a failure to be continuously employed
\nby the Company or any Affiliate regardless of the Participant’s payroll status
\nduring such leave of absence if such leave of absence is approved in writing by
\nthe Company or any Affiliate. Notice of any such approved leave of absence
\nshould be sent to the Company at One Time Warner Center, New York, New York
\n10019, attention: Director, Global Stock Plans Administration, but such notice
\nshall not be required for the leave of absence to be considered approved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n\n

In the event the Participant’s Employment with the Company or any of its
\nAffiliates is terminated, the Participant shall have no claim against the
\nCompany with respect to the PSUs and related Retained Distributions, if any,
\nother than as set forth in this paragraph 5, the provisions of this paragraph 5
\nbeing the sole remedy of the Participant with respect thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

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

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

<\/td>\nAcceleration of Vesting Date<\/strong><\/u><\/p>\n

. Subject to paragraphs 4(d) and 7, in the event a Change in Control or a
\nDivision Change in Control occurs prior to the end of the Performance Period,
\nthe PSUs shall immediately vest and the Participant shall receive immediate
\npayment in respect thereof determined as the sum of the following amounts:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(x) the number of PSUs covered by the Award that would have vested (if any)
\nif the Performance Period ended on the date of the Change in Control or Division
\nChange in Control (based on the actual Performance Level achieved through the
\ndate of the Change in Control or Division Change in Control) multiplied by a
\nfraction, the numerator of which shall be the number of days from the Date of
\nGrant through the date of such Change in Control or Division Change in Control,
\nand the denominator of which shall be the number of days from the Date of Grant
\nthrough the last day of the Performance Period; (y) the number of Target PSUs
\nmultiplied by a fraction, the numerator of which shall be the number of days
\nfrom the date of such Change in Control or Division Change in Control through
\nthe last day of the Performance Period, and the denominator of which shall be
\nthe number of days from the Date of Grant through the last day of the
\nPerformance Period; and (z) all related Retained Distributions.<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

If the sum of the amounts above would result in a fractional share, such
\nfractional share shall be rounded to the next higher whole share.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nLimitation on Acceleration<\/strong><\/u><\/p>\n

. Notwithstanding any provision to the contrary in the Plan or this
\nAgreement, if the Payment (as hereinafter defined) due to the Participant
\nhereunder as a result of the acceleration of vesting of the PSUs pursuant to
\nparagraph 6 of this Agreement, either alone or together with all other Payments
\nreceived or to be received by the Participant from the Company or any of its
\nAffiliates (collectively, the “Aggregate Payments<\/strong><\/u>“), or
\nany portion thereof, would be subject to the excise tax imposed by Section 4999
\nof the Code (or any successor thereto), the following provisions shall apply:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

If the net amount that would be retained by the Participant after all taxes
\non the Aggregate Payments are paid would be greater than the net amount that
\nwould be retained by the Participant after all taxes are paid if the Aggregate
\nPayments were limited to the largest amount that would result in no portion of
\nthe Aggregate Payments being subject to such excise tax, the Participant shall
\nbe entitled to receive the Aggregate Payments.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If, however, the net amount that would be retained by the Participant after
\nall taxes were paid would be greater if the Aggregate Payments were limited to
\nthe largest amount that would result in no portion of the Aggregate Payments
\nbeing<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

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

subject to such excise tax, the Aggregate Payments to which the Participant
\nis entitled shall be reduced to such largest amount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

The term “Payment<\/strong><\/u>” shall mean any transfer of
\nproperty within the meaning of Section 280G of the Code.<\/p>\n<\/td>\n<\/tr>\n

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

The determination of whether any reduction of Aggregate Payments is required
\nand the timing and method of any such required reduction in Payments under this
\nAgreement or in any such other Payments otherwise payable by the Company or any
\nof its Affiliates consistent with any such required reduction, shall be made by
\nthe Participant, including whether any portion of such reduction shall be
\napplied against any cash or any shares of stock of the Company or any other
\nsecurities or property to which the Participant would otherwise have been
\nentitled under this Agreement or under any such other Payments, and whether to
\nwaive the right to the acceleration of the Payment due under this Agreement or
\nany portion thereof or under any such other Payments or portions thereof, and
\nall such determinations shall be conclusive and binding on the Company and its
\nAffiliates. To the extent that Payments hereunder or any such other Payments are
\nnot paid as a consequence of the limitation contained in this paragraph 7, then
\nthe PSUs and Retained Distributions related thereto (to the extent not so
\naccelerated) and such other Payments (to the extent not vested) shall be deemed
\nto remain outstanding and shall be subject to the provisions hereof and of the
\nPlan as if no acceleration or vesting had occurred. Under such circumstances, if
\nthe Participant terminates Employment for Good Reason or is terminated by the
\nCompany or any of its Affiliates without Cause, the portion of PSUs affected by
\nthe limitation under this paragraph 7 and Retained Distributions related thereto
\n(to the extent that they have not already become vested) shall become
\nimmediately vested in their entirety upon such termination and Shares subject to
\nthe PSUs shall be issued or transferred to the Participant, as soon as
\npracticable following such termination of Employment, subject to the provisions
\nrelating to Section 4999 of the Code set forth herein.<\/p>\n<\/td>\n<\/tr>\n

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

The Company shall promptly pay, upon demand by the Participant, all legal
\nfees, court costs, fees of experts and other costs and expenses which the
\nParticipant incurred in any actual, threatened or contemplated contest of the
\nParticipant’s interpretation of, or determination under, the provisions of this
\nparagraph 7.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nWithholding Taxes<\/strong><\/u><\/p>\n

. The Participant agrees that,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

<\/td>\nObligation to Pay Withholding Taxes<\/strong><\/u><\/p>\n

. Upon the vesting of any portion of the Award of PSUs and the Retained
\nDistributions relating thereto, the Participant will be required to pay to the
\nCompany any applicable Federal, state, local or foreign withholding tax due as a
\nresult of such payment or vesting. The Company’s obligation to deliver the
\nShares subject to the PSUs or to pay any Retained Distributions shall be subject
\nto such payment. The Company and its Affiliates shall, to the extent permitted
\nby law, have the right to deduct from the Shares issued in connection with the
\nvesting of PSUs or the Retained Distributions, as applicable, or any payment of
\nany kind otherwise due to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

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

Participant any Federal, state, local or foreign withholding taxes due with
\nrespect to such vesting or payment.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\nPayment of Taxes with Stock<\/strong><\/u><\/p>\n

. Subject to the Committee’s right to disapprove any such election and
\nrequire the Participant to pay the required withholding tax in cash, the
\nParticipant shall have the right to elect to pay the required withholding tax
\nassociated with a vesting with Shares to be received upon vesting. Unless the
\nCompany shall permit another valuation method to be elected by the Participant,
\nShares used to pay any required withholding taxes shall be valued at the closing
\nprice of a Share as reported on the New York Stock Exchange Composite Tape on
\nthe date the withholding tax becomes due (hereinafter called the “Tax Date”).
\nNotwithstanding anything herein to the contrary, if a Participant who is
\nrequired to pay the required withholding tax in cash fails to do so within the
\ntime period established by the Company, then the Participant shall be deemed to
\nhave elected to pay such withholding taxes with Shares to be received upon
\nvesting. Elections must be made in conformity with conditions established by the
\nCommittee from time to time.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\nConditions to Payment of Taxes with Stock<\/strong><\/u><\/p>\n

. Any election to pay withholding taxes with stock must be made on or prior
\nto the Tax Date and will be irrevocable once made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nChanges in Capitalization and Government and Other
\nRegulations<\/strong><\/u><\/p>\n

. The Award shall be subject to all of the terms and provisions as provided
\nin this Agreement and in the Plan, which are incorporated by reference herein
\nand made a part hereof, including, without limitation, the provisions of
\nSection 10 of the Plan (generally relating to adjustments to the number of
\nShares subject to the Award, upon certain changes in capitalization and certain
\nreorganizations and other transactions).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nForfeiture<\/strong><\/u>. <\/strong><\/p>\n

A breach of any of the foregoing restrictions or a breach of any of the other
\nrestrictions, terms and conditions of the Plan or this Agreement, with respect
\nto any of the PSUs or any Retained Distributions relating thereto, except as
\nwaived by the Board or the Committee, will cause a forfeiture of such PSUs and
\nany Retained Distributions relating thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nRight of Company to Terminate Employment<\/strong><\/u><\/p>\n

. Nothing contained in the Plan or this Agreement shall confer on any
\nParticipant any right to continue in the employ of the Company or any of its
\nAffiliates and the Company and any such Affiliate shall have the right to
\nterminate the Employment of the Participant at any such time, with or without
\nCause, notwithstanding the fact that some or all of the PSUs and related
\nRetained Distributions covered by this Agreement may be forfeited as a result of
\nsuch termination. The granting of the PSUs under this Agreement shall not confer
\non the Participant any right to any future Awards under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nNotices<\/strong><\/u><\/p>\n

. Any notice which either party hereto may be required or permitted to give
\nthe other shall be in writing and may be delivered personally or by mail,
\npostage prepaid,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

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

addressed to Time Warner Inc., at One Time Warner Center, New York, NY 10019,
\nAttention: Director, Global Stock Plans Administration, and to the Participant
\nat his or her address, as it is shown on the records of the Company or its
\nAffiliate, or in either case to such other address as the Company or the
\nParticipant, as the case may be, by notice to the other may designate in writing
\nfrom time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nInterpretation and Amendments<\/strong><\/u><\/p>\n

. The Board and the Committee (to the extent delegated by the Board) have
\nplenary authority to interpret this Agreement and the Plan, to prescribe, amend
\nand rescind rules relating thereto and to make all other determinations in
\nconnection with the administration of the Plan. The Board or the Committee may
\nfrom time to time modify or amend this Agreement in accordance with the
\nprovisions of the Plan, provided that no such amendment shall adversely affect
\nthe rights of the Participant under this Agreement without his or her consent.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nSuccessors and Assigns<\/strong><\/u><\/p>\n

. This Agreement shall be binding upon and inure to the benefit of the
\nCompany and its successors and assigns, and shall be binding upon and inure to
\nthe benefit of the Participant and his or her legatees, distributees and
\npersonal representatives.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nCopy of the Plan<\/strong><\/u><\/p>\n

. By entering into the Agreement, the Participant agrees and acknowledges
\nthat he or she has received and read a copy of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nGoverning Law<\/strong><\/u><\/p>\n

. The Agreement shall be governed by, and construed in accordance with, the
\nlaws of the State of New York without regard to any choice of law rules thereof
\nwhich might apply the laws of any other jurisdiction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nWaiver of Jury Trial<\/strong><\/u><\/p>\n

. To the extent not prohibited by applicable law which cannot be waived, each
\nparty hereto hereby waives, and covenants that it will not assert (whether as
\nplaintiff, defendant or otherwise), any right to trial by jury in any forum in
\nrespect of any suit, action, or other proceeding arising out of or based upon
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

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

<\/td>\nSubmission to Jurisdiction; Service of Process<\/strong><\/u><\/p>\n

. Each of the parties hereto hereby irrevocably submits to the jurisdiction
\nof the state courts of the State of New York and the jurisdiction of the United
\nStates District Court for the Southern District of New York for the purposes of
\nany suit, action or other proceeding arising out of or based upon this
\nAgreement. Each of the parties hereto to the extent permitted by applicable law
\nhereby waives, and agrees not to assert, by way of motion, as a defense, or
\notherwise, in any such suit, action or proceeding brought in such courts, any
\nclaim that it is not subject personally to the jurisdiction of the above-named
\ncourts, that its property is exempt or immune from attachment or execution, that
\nsuch suit, action or proceeding in the above-referenced courts is brought in an
\ninconvenient forum, that the venue of such suit, action or proceedings, is
\nimproper or that this Agreement may not be enforced in or by such court. Each of
\nthe parties hereto hereby consents to service of process by mail at its address
\nto which notices are to be given pursuant to paragraph 12 hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

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

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

<\/td>\nPersonal Data<\/strong><\/u><\/p>\n

. The Company, the Participant’s local employer and the local employer’s
\nparent company or companies may hold, collect, use, process and transfer, in
\nelectronic or other form, certain personal information about the Participant for
\nthe exclusive purpose of implementing, administering and managing the
\nParticipant’s participation in the Plan. Participant understands that the
\nfollowing personal information is required for the above named purposes: his\/her
\nname, home address and telephone number, office address (including department
\nand employing entity) and telephone number, e-mail address, date of birth,
\ncitizenship, country of residence at the time of grant, work location country,
\nsystem employee ID, employee local ID, employment status (including
\ninternational status code), supervisor (if applicable), job code, title, salary,
\nbonus target and bonuses paid (if applicable), termination date and reason, tax
\npayer’s identification number, tax equalization code, US Green Card holder
\nstatus, contract type (single\/dual\/multi), any shares of stock or directorships
\nheld in the Company, details of all grants of PSUs (including number of grants,
\ngrant dates, vesting type, vesting dates, and any other information regarding
\nPSUs that have been granted, canceled, vested, or forfeited) with respect to the
\nParticipant, estimated tax withholding rate, brokerage account number (if
\napplicable), and brokerage fees (the “Data<\/strong><\/u>“).
\nParticipant understands that Data may be collected from the Participant directly
\nor, on Company’s request, from Participant’s local employer. Participant
\nunderstands that Data may be transferred to third parties assisting the Company
\nin the implementation, administration and management of the Plan, including the
\nbrokers approved by the Company, the broker selected by the Participant from
\namong such Company-approved brokers (if applicable), tax consultants and the
\nCompany’s software providers (the “Data Recipients<\/strong><\/u>“).
\nParticipant understands that some of these Data Recipients may be located
\noutside the Participant’s country of residence, and that the Data Recipient’s
\ncountry may have different data privacy laws and protections than the
\nParticipant’s country of residence. Participant understands that the Data
\nRecipients will receive, possess, use, retain and transfer the Data, in
\nelectronic or other form, for the purposes of implementing, administering and
\nmanaging the Participant’s participation in the Plan, including any requisite
\ntransfer of such Data as may be required for the administration of the Plan
\nand\/or the subsequent holding of Shares on the Participant’s behalf by a broker
\nor other third party with whom the Participant may elect to deposit any Shares
\nacquired pursuant to the Plan. Participant understands that Data will be held
\nonly as long as necessary to implement, administer and manage the Participant’s
\nparticipation in the Plan. Participant understands that Data may also be made
\navailable to public authorities as required by law, e.g., to the U.S.
\ngovernment. Participant understands that the Participant may, at any time,
\nreview Data and may provide updated Data or corrections to the Data by written
\nnotice to the Company. Except to the extent the collection, use, processing or
\ntransfer of Data is required by law, Participant may object to the collection,
\nuse, processing or transfer of Data by contacting the Company in writing.
\nParticipant understands that such objection may affect his\/her ability to
\nparticipate in the Plan. Participant understands that he\/she may contact the
\nCompany’s Stock Plan Administration to obtain more information on the
\nconsequences of such objection.<\/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
\n
\n
\n
\n

12<\/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","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":[9539,9545],"class_list":["post-40262","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40262","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=40262"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40262"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40262"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40262"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}