{"id":40365,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-units-agreement-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-units-agreement-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-units-agreement-time-warner.html","title":{"rendered":"Restricted Stock Units Agreement – Time Warner"},"content":{"rendered":"

Time Warner Inc. 2010 Stock Incentive Plan
\nRSU Standard Agreement, Version 1(10RSUV)
\nFor Use from September 2010<\/strong>Restricted Stock Units
\nAgreement<\/strong><\/u>General Terms and Conditions<\/strong><\/p>\n

WHEREAS, the Company has adopted the Plan (as defined
\nbelow), the terms of which are hereby incorporated by reference and made a part
\nof this Agreement; and WHEREAS, the Committee has determined
\nthat it would be in the best interests of the Company and its stockholders to
\ngrant the restricted stock units (the “RSUs<\/strong><\/u>“) provided
\nfor herein to the Participant pursuant to the Plan and the terms set forth
\nherein. NOW, THEREFORE, in consideration of the mutual
\ncovenants hereinafter 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“<\/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

b)<\/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, to the extent that such definition also
\nconstitutes such Participant being considered “disabled” under
\nSection 409A(a)(2)(C) of the Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

September 2010<\/p>\n

\n

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

c)<\/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 or if there is no such agreement, “Good
\nReason” means (i) the failure of the Company to pay or cause to be paid the
\nParticipant’s base salary or annual bonus when due or (ii) any substantial and
\nsustained diminution in the Participant’s authority or responsibilities
\nmaterially inconsistent with the Participant’s position; provided<\/u> that
\neither of the events described in clauses (i) and (ii) will constitute Good
\nReason only if the Company fails to cure such event within 30 days after receipt
\nfrom the Participant of written notice of the event which constitutes Good
\nReason; provided<\/u>, further<\/u>, that “Good Reason” will cease to exist
\nfor an event on the sixtieth (60th<\/sup>) day following the later of its
\noccurrence or the Participant’s knowledge thereof, unless the Participant has
\ngiven the Company written notice of his or her termination of employment for
\nGood Reason prior to such date.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Notice<\/strong><\/u>” means (i) the Notice of Grant of Restricted
\nStock Units that accompanies this Agreement, if this Agreement is delivered to
\nthe Participant in “hard copy,” and (ii) the screen of the website for the stock
\nplan administration with the heading “Vesting Schedule and Details,” which
\ncontains the details of the grant governed by this Agreement, if this Agreement
\nis delivered electronically to the Participant.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Participant<\/strong><\/u>” means an individual to whom RSUs 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

f)<\/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, which equity plan has been provided to the Participant separately and
\nforms a part of this Agreement, as such plan may be amended, supplemented or
\nmodified from time to time.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Retirement<\/strong><\/u>” means a voluntary termination of
\nemployment by the Participant (i) following the attainment of age 55 with ten
\n(10) or more years of service as an employee or a director with the Company or
\nany Affiliate or (ii) pursuant to the retirement plan or program of the Company
\nor any Affiliate that is applicable to the Participant.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

“Severance Period<\/strong><\/u>” means the period of time following
\na termination of Employment during which a Participant is entitled to receive
\nboth salary continuation payments and continued participation under the health
\nbenefit plans of the Company or any of its Affiliates, whether pursuant to an
\nemployment contract with, or a severance plan or other arrangement maintained
\nby, the Company or any Affiliate. For the avoidance of doubt, unless otherwise
\ndetermined by the Committee, the Severance Period shall not include any time
\nperiod following the date on which a Participant commences employment with a
\nsubsequent employer that is not an Affiliate, regardless of whether the
\nParticipant<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

continues to receive salary continuation payments from the Company or any
\nAffiliate after such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

i)<\/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

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

<\/td>\n\n

“Vesting Date<\/strong><\/u>” means each vesting date set forth in
\nthe Notice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
\n

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

<\/td>\nGrant of Restricted 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 number of RSUs set forth on the Notice. Each RSU represents the
\nunfunded, unsecured right of the Participant to receive a Share on the date(s)
\nspecified herein. RSUs do not constitute issued and outstanding shares of Common
\nStock for any corporate purposes and do not confer on the Participant any right
\nto vote on matters that are submitted to a vote of holders of Shares.<\/p>\n<\/td>\n<\/tr>\n

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

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

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

If on any date while RSUs are outstanding hereunder the Company shall pay any
\nregular cash dividend on the Shares, the Participant shall be paid, for each RSU
\nheld by the Participant on the record date, an amount of cash equal to the
\ndividend paid on a Share (the “Dividend Equivalents<\/strong><\/u>“) at
\nthe time that such dividends are paid to holders of Shares. If on any date while
\nRSUs are outstanding hereunder the Company shall pay any dividend other than a
\nregular cash dividend or make any other distribution on the Shares, the
\nParticipant shall be credited with a bookkeeping entry equivalent to such
\ndividend or distribution for each RSU held by the Participant on the record date
\nfor such dividend or distribution, but the Company shall retain custody of all
\nsuch dividends and distributions unless the Board has in its sole discretion
\ndetermined that an amount equivalent to such dividend or distribution shall be
\npaid currently to the Participant (the “Retained
\nDistributions<\/strong><\/u>“); provided<\/u>, however<\/u>, that if the
\nRetained Distribution relates to a dividend paid in Shares, the Participant
\nshall receive an additional amount of RSUs equal to the product of (I) the
\naggregate number of RSUs held by the Participant pursuant to this Agreement
\nthrough the related dividend record date, multiplied by (II) the number of
\nShares (including any fraction thereof) payable as a dividend on a Share.
\nRetained Distributions will not bear interest and will be subject to the same
\nrestrictions as the RSUs to which they relate. Notwithstanding anything else
\ncontained in this paragraph 3, no payment of Dividend Equivalents or Retained
\nDistributions shall occur before the first date on which a payment could be made
\nwithout subjecting the Participant to tax under the provisions of Section 409A
\nof the Internal Revenue Code of 1986, as amended (the “Code”).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\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, no later
\nthan 60 days after each Vesting Date with respect to the Award, the Company
\nshall issue or transfer to the Participant the number of Shares corresponding to
\nsuch Vesting Date and the Retained Distributions, if any, covered by that
\nportion of the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the
\nvesting of such RSUs and any Retained Distributions relating thereto shall occur
\nonly if the Participant has continued in Employment of the Company or any of its
\nAffiliates<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

on the Vesting Date and has continuously been so employed since the Date of
\nGrant (as defined in the Notice).<\/p>\n<\/td>\n<\/tr>\n

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

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

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

. Upon each issuance or transfer of Shares in accordance with this Agreement,
\na number of RSUs equal to the number of Shares issued or transferred to the
\nParticipant shall be extinguished and such number of RSUs 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 shall
\nbe issued or transferred to a Participant 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 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\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 with respect to any portion
\nof the Award, then the RSUs covered by any such portion of the Award and all
\nRetained Distributions relating thereto shall be completely forfeited on the
\ndate of any such termination, unless otherwise provided in an employment
\nagreement between the Participant and the Company or an Affiliate.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If the Participant’s Employment terminates (i) as a result of his or her
\ndeath or Disability or (ii) as a result of his or her Retirement or is
\nterminated by the Company and its Affiliates for any reason other than for Cause
\non a date when the Participant satisfies the requirements for Retirement, then
\nthe RSUs for which a Vesting Date has not yet occurred and all Retained
\nDistributions relating thereto shall, to the extent the RSUs were not
\nextinguished prior to such termination of Employment, fully vest on the date of
\nany such termination and Shares subject to the RSUs shall be issued or
\ntransferred to the Participant, as soon as practicable, but no later than
\n90 days following such termination of Employment.<\/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 (unless such termination is due
\nto death or Disability), then a pro rata portion of the RSUs that were scheduled
\nto vest on the next Vesting Date, and on any subsequent Vesting Dates that occur
\nduring a Severance Period, and any Retained Distributions relating thereto,
\nshall, to the extent the RSUs were not extinguished prior to such termination of
\nEmployment, become vested, and Shares subject to such RSUs shall be issued or
\ntransferred to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

the Participant on each such Vesting Date following such termination of
\nEmployment, determined as follows:<\/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 number of RSUs covered by the portion of the Award that were scheduled to
\nvest on such Vesting Date multiplied 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 last
\nVesting Date (or the Date of Grant if there was no prior Vesting Date) during
\nwhich the Participant either remained in Employment or was within a covered
\nSeverance Period, and the denominator of which shall be the number of days from
\nthe last Vesting Date (or the Date of Grant if there was no prior Vesting Date).\n<\/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 RSUs and any Retained Distributions related thereto that have not vested
\nshall be completely forfeited on the date of any such termination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\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; provided, that such leave of absence constitutes a
\nbona fide leave of absence and not a Separation From Service under Treas. Reg.
\n1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent
\nto the Company at One Time Warner Center, New York, New York 10019, attention:
\nDirector, Global Stock Plans Administration, but such notice shall not be
\nrequired for the leave of absence to be considered approved.<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

. In the event a Change in Control, subject to paragraph 7, has occurred, to
\nthe extent that any such occurrence also constitutes a change in ownership or
\neffective control of the Company, or in the ownership of a substantial portion
\nof the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of
\nthe Code (a “409A Change of Control Event”), (A) the Award will vest in full
\nupon the earlier of (i) the expiration of the one-year period immediately
\nfollowing the Change in Control, provided the Participant’s Employment with the
\nCompany and its Affiliates has not terminated, (ii) the original Vesting Date
\nwith respect to each portion of the Award, or (iii) the termination of the
\nParticipant’s Employment by the Company or any of its Affiliates (I) by the
\nCompany other than for Cause (unless such termination is due to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

death or Disability) or (II) by the Participant for Good Reason and
\n(B) Shares subject to the RSUs shall be issued or transferred to the
\nParticipant, as soon as practicable, but in no event later than 60 days
\nfollowing such Vesting Date, along with the Retained Distributions related
\nthereto; provided, however, that notwithstanding the foregoing, to the extent
\nthat any such occurrence does not constitute a 409A Change of Control Event, the
\nRSUs shall vest as described under this paragraph 6, but the issuance of Shares
\nshall be made at the times otherwise provided hereunder as if no Change of
\nControl had occurred. In the event of any such vesting as described in clauses
\n(i) and (iii) of the preceding sentence, the date described in such clauses
\nshall be treated as the Vesting Date.<\/p>\n<\/td>\n<\/tr>\n

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

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

Affiliates. To the extent that Payments hereunder or any such other Payments
\nare not paid as a consequence of the limitation contained in this paragraph 7,
\nthen the RSUs 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 RSUs and Retained
\nDistributions related thereto (to the extent that they have not already become
\nvested) shall become immediately vested in their entirety upon such termination
\nand Shares subject to the RSUs shall be issued or transferred to the
\nParticipant, as soon as practicable following such termination of Employment,
\nsubject to the provisions relating to Section 4999 of the Code set forth herein.\n<\/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

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

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

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

. Upon the payment of any Dividend Equivalents and the vesting of any portion
\nof the Award of RSUs and the Retained Distributions relating thereto, the
\nParticipant will be required to pay to the Company any applicable Federal,
\nstate, local or foreign withholding tax due as a result of such payment or
\nvesting. The Company’s obligation to deliver the Shares subject to the RSUs or
\nto pay any Dividend Equivalents or Retained Distributions shall be subject to
\nsuch payment. The Company and its Affiliates shall, to the extent permitted by
\nlaw, have the right to deduct from the Dividend Equivalent, Shares issued in
\nconnection with the vesting or Retained Distribution, as applicable, or any
\npayment of any kind otherwise due to the Participant any Federal, state, local
\nor foreign withholding taxes due with respect 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<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

vesting. Elections must be made in conformity with conditions established by
\nthe Committee 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\n\n\n\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

<\/td>\n<\/tr>\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 RSUs or any Dividend Equivalents and Retained Distributions
\nrelating thereto, except as waived by the Board or the Committee, will cause a
\nforfeiture of such RSUs and any Dividend Equivalents or Retained Distributions
\nrelating thereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\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 RSUs and related
\nRetained Distributions covered by this Agreement may be forfeited as a result of
\nsuch termination. The granting of the RSUs under this Agreement shall not confer
\non the Participant any right to any future Awards under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\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, addressed to Time Warner Inc., at One Time Warner Center, New
\nYork, NY 10019, attention Director, Global Stock Plans Administration, and to
\nthe Participant at his or her address, as it is shown on the records of the
\nCompany or its Affiliate, or in either case to such other address as the Company
\nor the Participant, as the case may be, by notice to the other may designate in
\nwriting from time to time.<\/p>\n<\/td>\n<\/tr>\n

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

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

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

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

<\/td>\nCopy of the Plan and Documents<\/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. The Participant
\nacknowledges and agrees that the Participant may be entitled from time to time
\nto receive certain other documents related to the Company, including the
\nCompany’s annual report to stockholders and proxy statement related to its
\nannual meeting of stockholders (which become available each year approximately
\nthree months after the end of the calendar year), and the Participant consents
\nto receive such documents electronically through the Internet or as the Company
\notherwise directs.<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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

international status code), supervisor (if applicable), job code, title,
\nsalary, bonus target and bonuses paid (if applicable), termination date and
\nreason, tax payer’s identification number, tax equalization code, US Green Card
\nholder status, contract type (single\/dual\/multi), any shares of stock or
\ndirectorships held in the Company, details of all grants of RSUs (including
\nnumber of grants, grant dates, vesting type, vesting dates, and any other
\ninformation regarding RSUs that have been granted, canceled, vested, or
\nforfeited) with respect to the Participant, estimated tax withholding rate,
\nbrokerage account number (if applicable), and brokerage fees (the
\n“Data<\/strong><\/u>“). Participant understands that Data may be
\ncollected from the Participant directly or, on Company’s request, from
\nParticipant’s local employer. Participant understands that Data may be
\ntransferred to third parties assisting the Company in the implementation,
\nadministration and management of the Plan, including the brokers approved by the
\nCompany, the broker selected by the Participant from among such Company-approved
\nbrokers (if applicable), tax consultants and the Company’s software providers
\n(the “Data Recipients<\/strong><\/u>“). Participant understands that
\nsome of these Data Recipients may be located outside the Participant’s country
\nof residence, and that the Data Recipient’s country may have different data
\nprivacy laws and protections than the Participant’s country of residence.
\nParticipant understands that the Data Recipients will receive, possess, use,
\nretain and transfer the Data, in electronic or other form, for the purposes of
\nimplementing, administering and managing the Participant’s participation in the
\nPlan, including any requisite transfer of such Data as may be required for the
\nadministration of the Plan and\/or the subsequent holding of Shares on the
\nParticipant’s behalf by a broker or other third party with whom the Participant
\nmay elect to deposit any Shares acquired pursuant to the Plan. Participant
\nunderstands that Data will be held only as long as necessary to implement,
\nadminister and manage the Participant’s participation in the Plan. Participant
\nunderstands that Data may also be made available to public authorities as
\nrequired by law, e.g., to the U.S. government. Participant understands that the
\nParticipant may, at any time, review Data and may provide updated Data or
\ncorrections to the Data by written notice to the Company. Except to the extent
\nthe collection, use, processing or transfer of Data is required by law,
\nParticipant may object to the collection, use, processing or transfer of Data by
\ncontacting the Company in writing. Participant understands that such objection
\nmay affect his\/her ability to participate in the Plan. Participant understands
\nthat he\/she may contact the Company’s Stock Plan Administration to obtain more
\ninformation on the consequences of such objection.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

September 2010<\/p>\n<\/td>\n

<\/td>\n\n

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

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