EXHIBIT 10.1

As Amended through
January 21, 2005

TIME WARNER INC.

1988 Restricted Stock and Restricted Stock Unit Plan For Non-Employee Directors

1. PURPOSE. The purpose of the Plan is to supplement the compensation paid to Outside Directors and to increase their proprietary interest in the Company and their identification with the interests of the Company's stockholders, by grants of annual awards with respect to Common Stock.

2. CERTAIN DEFINITIONS.

(a) "Time Warner" shall mean Time Warner Inc. (formerly named AOL Time Warner Inc.), a Delaware corporation, and any successor thereto.

(b) "Average Market Price" shall mean the average (rounded to the nearest cent) of the means between the high and low sales prices of a share of Common Stock as reported on the New York Stock Exchange Composite Tape for the ten consecutive trading days ending on the date of the annual meeting of stockholders of the Company for the year with respect to which an annual grant of Restricted Shares or Restricted Stock Units is made pursuant to paragraph 5 of the Plan.

(c) "Board" shall mean the Board of Directors of the Company.

(d) "Commission" shall mean the Securities and Exchange Commission.

(e) "Common Stock" shall mean the Common Stock, par value $.01 per share, of the Company.

(f) "Company" shall mean (i) with respect to periods prior to January 11, 2001, Historic TW Inc. (formerly named Time Warner Inc.) and (ii) with respect to periods on and after January 11, 2001, Time Warner.

(g) "Grant Date" shall have the meaning set forth in paragraph 5 of the Plan.

(h) "Outside Director" shall mean a member of the Board of Directors of the Company who, as of the close of business on the date of the annual meeting of stockholders of the Company, is not an employee of the Company or any subsidiary of the Company. For the purposes hereof, a "subsidiary" of the Company shall mean any corporation, partnership or other entity in which the Company owns, directly or indirectly, an equity interest of 50% or more.

(i) "Plan" shall mean this 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors of the Company.

(j) "Retained Distributions" shall mean distributions which are retained by the Company pursuant to paragraph 6(b) and (c) of the Plan.

(k) "Restricted Shares" shall mean shares of Common Stock granted to an Outside Director pursuant to paragraph 5 of the Plan.

(l) "Restricted Stock Units" means a contingent obligation of the Company to deliver shares of Common Stock granted to an Outside Director pursuant to paragraph 5 of the Plan.

(m) "Restriction Period" shall mean the period of time specified in paragraph 6(a) hereof applicable to all awards granted under the Plan.

3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of paragraph 9 hereof, the maximum aggregate number of Restricted Shares and Restricted Stock Units which may be issued under the Plan in any calendar year, commencing with calendar year 1999, shall be equal to .003% of the shares of Common Stock outstanding on December 31st of the preceding calendar year. Any Restricted Shares and Restricted Stock Units available for grant in any calendar year which are not granted in that calendar year shall not be available for grant in any subsequent calendar year and any Restricted Shares and Restricted Stock Units awarded in any calendar year that are forfeited by the terms of the Plan in any subsequent calendar year shall not again be available for awards. No fractional shares of Common Stock shall be granted or issued under the Plan.

Shares utilized in respect of Restricted Shares or Restricted Stock Units may be, in whole or in part, authorized but unissued shares of Common Stock or shares of Common Stock previously issued and outstanding and reacquired by the Company.

4. ELIGIBILITY. Subject to the last sentence of paragraph 5 hereof, the only persons eligible to participate in the Plan shall be Outside Directors.

5. ANNUAL GRANTS. Subject to the provisions of paragraph 3 hereof, each Outside Director shall automatically be granted under the Plan, as of the conclusion of each annual meeting of stockholders of the Company (the "Grant Date"), (a) for Grant Dates occurring during calendar years 1990 through 1998, that number of Restricted Shares equal to $30,000 divided by the Average Market Price of the Common Stock on the Grant Date and (b) for Grant Dates occurring during calendar year 1999 and thereafter, that number of Restricted Shares or Restricted Stock Units, as determined by the Board prior to the Grant Date, as is equal to a dollar amount determined by the Board of Directors on or before the Grant Date divided by the Average Market Price of the Common Stock on the Grant Date, and except as hereinafter provided, the Company shall promptly thereafter issue such Restricted Shares or Restricted Stock Units, in each case without any further action required to be taken by the Board or any committee thereof. The Company shall not be required to issue fractions of Restricted Shares or Restricted Stock Units and in lieu thereof any fractional Restricted Share or Restricted Stock Unit shall be rounded up to the next whole number. Notwithstanding the foregoing, in the case

of an Outside Director who, as of any Grant Date, has not continuously served as a member of the Board for a period of at least six consecutive months (a "new Outside Director"), the Restricted Shares or Restricted Stock Units granted to such new Outside Director on such Grant Date shall not be issued in such new Outside Director's name until six months after such new Outside Director shall have first become a new Outside Director. An individual who shall become an Outside Director subsequent to the date of the annual meeting of stockholders of the Company for any year shall first become eligible to participate in the Plan commencing on the date of the next annual meeting of stockholders of the Company.

6. RESTRICTION PERIOD; RESTRICTIONS APPLICABLE TO RESTRICTED SHARES AND RESTRICTED STOCK UNITS; CERTIFICATES REPRESENTING RESTRICTED SHARES; DIVIDEND EQUIVALENTS APPLICABLE TO RESTRICTED STOCK UNITS.

(a) Restricted Shares and Restricted Stock Units granted to an Outside Director pursuant to the Plan shall be subject to the possibility of forfeiture for a period (the "Restriction Period") commencing on the date such Restricted Shares or Restricted Stock Units shall have been granted to such Outside Director pursuant to paragraph 5 of the Plan and ending on the earliest of the following events:

(i) (A) the date such Outside Director ceases to be a director of the Company by reason of mandatory retirement pursuant to any policy or plan of the Company applicable to Outside Directors, or (B) with respect to Restricted Stock Units only, the date such Outside Director ceases to be a director of the Company, provided the Outside Director has either (x) completed at least five years of service as a director, in the aggregate or (y) served as a director of the Company for at least five consecutive annual meetings of stockholders of the Company;

(ii) the date such Outside Director, having been nominated for reelection, is not reelected by the stockholders of the Company to serve as a member of the Board;

(iii) the date of death of such Outside Director;

(iv) the date such Outside Director terminates service on the Board on account of medical or health reasons which render such Outside Director unable to continue to serve as a member of the Board;

(v) the occurrence of a Change in Control of the Company (as defined in paragraph 6(c) below); or

(vi) in each of the four years following the date of grant, on the first day of the month in which a grant of Restricted Shares or Restricted Stock Units was made to an Outside Director pursuant to paragraph 5 of the Plan with respect to 25% of the number of Restricted Shares or Restricted Stock Units in such grant, beginning with grants made in 2003;

provided, however, that, in the discretion of the Board on a case by case basis, the Restriction Period applicable to all Restricted Shares and Restricted Stock Units granted to an Outside Director shall end and be deemed completed for all purposes of the Plan in the event an Outside Director (a "withdrawing Outside Director") terminates his or her service as a member of the Board (A) for reasons of personal or financial hardship; (B) to serve in any governmental, diplomatic or any other public service position or capacity; (C) to avoid or protect against a conflict of interest of any kind; (D) on the advice of legal counsel; or (E) for any other extraordinary circumstance that the Board determines to be comparable to the foregoing; provided that in the case of a Restricted Stock Unit, the payment of the shares shall not occur before the first date on which a payment could be made without subjecting the Outside Director to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The withdrawing Outside Director shall abstain from participating in any determination made by the Board with respect to any matter relating to the foregoing.

(b) Restricted Shares, when issued, will be represented by a stock certificate or certificates registered in the name of the Outside Director to whom such Restricted Shares shall have been granted. Each such certificate shall bear a legend in substantially the following form:

"The shares represented by this certificate are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in the Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors. A copy of such Plan is on file in the Office of the Secretary of Time Warner Inc."

Such certificates shall be deposited by such Outside Director with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan. Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Outside Director will have the right to vote such Restricted Shares, to receive and retain all regular cash dividends paid on such Restricted Shares and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, with the exception that (i) the Outside Director will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Shares during the Restriction Period; (iii) other than regular cash dividends, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts; (iv) an

Outside Director may not sell, assign, transfer, pledge, exchange, encumber or dispose of any Restricted Shares or any Retained Distributions during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or established by the Board with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

(c) If the Company shall pay any regular cash dividend on its shares of Common Stock, the Outside Director will have the right to receive and retain an amount equal to the dividends paid on the number of shares of Common Stock equal to the number of Restricted Stock Units held by the Outside Director on the dividend record date ("Dividend Equivalents"). If the Company shall pay any dividend other than a cash dividend on its shares of Common Stock, the Outside Director will not have the right to receive an amount equal or equivalent to such distribution with respect to the Restricted Stock Units outstanding on the record date for such distribution (the "RSU Retained Distribution"), but the Company will retain custody of such RSU Retained Distributions (and such RSU Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock Units) until such time, if ever, as the Restricted Stock Units with respect to which such RSU Retained Distributions shall relate shall have become vested, and such RSU Retained Distributions shall not bear interest or be segregated in separate accounts. An Outside Director may not sell, assign, transfer, pledge, exchange, encumber or dispose of any Restricted Stock Units or any RSU Retained Distributions during the Restriction Period. A breach of any restrictions, terms or conditions provided in the Plan or established by the Board with respect to any Restricted Stock Units will cause a forfeiture of such Restricted Stock Units and any RSU Retained Distributions with respect thereto. Notwithstanding anything else contained in this paragraph 6(c), no payment of Dividend Equivalents or RSU Retained Distributions to an Outside Director shall occur before the first date on which a payment could be made without subjecting the Outside Director to tax under the provisions of
Section 409A of the Code.

(d) A "Change in Control" of the Company shall be deemed to have occurred on the date upon which (i) the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or
(b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (c) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (ii) any person (as such term is defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation, or other entity shall purchase any Common Stock of the Company (or securities convertible into the Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or any such person, corporation or other entity (other than the Company or any benefit plan sponsored by the Company or any subsidiary) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or

indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire the Company's securities), or (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

7. COMPLETION OF RESTRICTION PERIOD; FORFEITURE. Upon the completion of the Restriction Period with respect to Restricted Shares or Restricted Stock Units of an Outside Director, and the satisfaction of any other applicable restrictions, terms and conditions, such Restricted Shares issued to such Outside Director and any Retained Distributions with respect to such Restricted Shares shall become vested and shares of Common Stock subject to Restricted Stock Units shall be thereafter delivered to the Outside Director. The Company shall promptly thereafter issue and deliver to the Outside Director new stock certificates or instruments representing the Restricted Shares and any other Retained Distributions related to such Restricted Shares registered in the name of the Outside Director or, if deceased, his or her legatee, personal representative or distributee, which do not contain the legend set forth in paragraph 6(b) hereof.

If an Outside Director ceases to be a member of the Board for any reason other than as set forth in clauses (i) through (v) of paragraph 6(a) hereof or as the Board may otherwise approve in accordance with paragraph 6(a), then those Restricted Shares and Restricted Stock Units granted to such Outside Director and all Retained Distributions with respect to the Restricted Shares or Restricted Stock Units that have not satisfied the Restriction Period because the time periods set forth in clause (vi) of paragraph 6(a) have not passed, shall be forfeited to the Company, and the Outside Director shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares, Restricted Stock Units and Retained Distributions with respect thereto.

8. STATEMENT OF ACCOUNT. Each Outside Director shall receive an annual statement, on or about June 1st, showing the number of Restricted Shares and Restricted Stock Units granted to such Outside Director for that year and the aggregate number of Restricted Shares and Restricted Stock Units that have been granted to such Outside Director under the Plan in or after 2003.

9. ADJUSTMENT IN EVENT OF CHANGES IN COMMON STOCK. In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or liquidation or the like, the aggregate number and class of Restricted Shares and Restricted Stock Units available for grant under the Plan and the number and character of shares subject to any outstanding award thereunder shall be appropriately adjusted by the Board, whose determination shall be conclusive.

10. NO RIGHT TO NOMINATION. Nothing contained in the Plan shall confer upon any Outside Director the right to be nominated for reelection to the Board.

11. NONALIENATION OF BENEFITS. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If any Outside Director or beneficiary hereunder should become bankrupt or attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit hereunder, then such right or benefit shall, in the discretion of the Board, cease and terminate, and in such event, the Board in its discretion may hold or apply the same or any part thereof for the benefit of the Outside Director, his or her beneficiary, spouse, children or other dependents, or any of them, in such manner and in such proportion as the Board may deem proper.

12. APPOINTMENT OF ATTORNEY-IN-FACT. Upon the issuance of any Restricted Shares hereunder and the delivery by an Outside Director of the stock power referred to in paragraph 6(b) hereof, such Outside Director shall be deemed to have appointed the Company, its successors and assigns, the attorney-in-fact of the Outside Director, with full power of substitution, for the purpose of carrying out the provisions of this Plan and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact shall be irrevocable and coupled with an interest. The Company as attorney-in-fact for the Outside Director may in the name and stead of the Outside Director make and execute all conveyances, assignments and transfers of the Restricted Shares and Retained Distributions deposited with the Company pursuant to paragraph 6(b) of the Plan and the Outside Director hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue thereof.

Nevertheless, the Outside Director shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for the purpose.

13. SECTION 4999 RULES. Notwithstanding any provisions to the contrary contained in the Plan, if the Payment (as hereinafter defined) due to the Outside Director hereunder upon the occurrence of a Change in Control of the Company would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, then any such Payment hereunder payable to the Outside Director shall be reduced to the largest amount that will result in no portion of the aggregate of the Payments from the Company being subject to such excise tax. The term "Payment" shall mean any transfer of property within the meaning of Section 280G (or any successor thereto) of the Code.

The determination of any reduction in Payments under the Plan shall be made by the Outside Director in good faith, and such determination shall be conclusive and binding on the Company. The Outside Director shall have the right to determine the extent to which the

aggregate amount of any such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Outside Director would otherwise have been entitled under the Plan, the extent to which the Payments hereunder and any other payments due to the Outside Director from the Company shall be reduced, and whether to waive the right to the acceleration of any portion of the Payment due hereunder or otherwise due to the Outside Director from the Company, and any such determination shall be conclusive and binding on the Company. To the extent that Payments hereunder are not paid as a consequence of the limitation contained in this paragraph 13, then the Restricted Shares, Restricted Stock Units and Retained Distributions not so accelerated shall be deemed to remain outstanding and shall be subject to the provisions of the Plan as if no acceleration had occurred.

If (a) the Company shall make any Payments pursuant to the Plan to the Outside Director, (b) an excise tax under Section 4999 (or any successor thereto) of the Code is in fact paid by the Outside Director (or is claimed by the Internal Revenue Service to be due) as a result of any such Payment, either alone or together with any other Payments received or to be received by the Outside Director from the Company, and (c) if nationally recognized counsel to the Outside Director or the Company shall have given an opinion of counsel that repayment of all or a portion of such Payments would result in such excise tax being refunded to the Outside Director (or, if not paid, in such excise tax not being imposed), then the Outside Director shall repay to the Company all or such portion of such Payments so that such excise tax will be refunded (or will not apply).

The Company shall pay all legal fees and expenses which the Outside Director may incur in any contest of the Outside Director's interpretation of, or determinations under, the provisions of this paragraph 13.

14. WITHHOLDING TAXES.

(a) At the time any Restricted Shares or Retained Distributions become vested, or amounts become payable pursuant to a Restricted Stock Unit, each Outside Director shall pay to the Company the amount of any Federal, state or local taxes of any kind required by law to be withheld with respect thereto.

(b) If an Outside Director properly elects (which, apart from any other notice required by law, shall require that the Outside Director notify the Company of such election at the time it is made) within 30 days after the Company grants Restricted Shares to an Outside Director to include in gross income for Federal income tax purposes an amount equal to the fair market value of such Restricted Shares at the Grant Date, he or she shall pay to the Company at the time of such election the amount of any Federal, state or local taxes required to be withheld with respect to such Restricted Shares.

(c) If an Outside Director shall fail to make the payments required hereunder, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Outside Director any Federal, state or local taxes of any kind required by law to be withheld with respect to such Restricted Shares and Restricted Stock Units.

15. AMENDMENT AND TERMINATION OF PLAN. The Plan shall have a term of 10 years from the date stockholder approval regarding the Plan was last obtained and, therefore, the Plan shall terminate on May 19, 2009, and no further Restricted Shares or Restricted Stock Units may be granted pursuant to the Plan after that date. The Board may terminate the Plan at any time prior to such termination date and may make such amendments to the Plan as it shall deem advisable; provided, however, that no termination or amendment of the Plan shall adversely affect the right of any Outside Director (without his or her consent) under any grant previously made and any amendment shall comply with all applicable laws and regulations and stock exchange listing requirements.

16. GOVERNMENT AND OTHER REGULATIONS. Notwithstanding any other provisions of the Plan, the obligations of the Company with respect to Restricted Shares and Restricted Stock Units shall be subject to all applicable laws, rules and regulations, and such approvals by any governmental agencies as may be required or deemed appropriate by the Company. The Company reserves the right to delay or restrict, in whole or in part, the issuance or delivery of Common Stock pursuant to any grants of Restricted Shares or Restricted Stock Units under the Plan until such time as:

(a) any legal requirements or regulations shall have been met relating to the issuance of such shares or to their registration, qualification or exemption from registration or qualification under the Securities Act of 1933 or any applicable state securities laws; and

(b) satisfactory assurances shall have been received that such shares when delivered will be duly listed on any applicable stock exchange.

17. NONEXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the awarding of stock otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

18. GOVERNING LAW. The Plan shall be governed by, and construed in accordance with, the laws of the State of New York.

19. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on a date which is the latter of (i) the date the Plan is approved by the stockholders of the Company entitled to vote at the annual meeting of stockholders of the Company to be held in 1988, or any adjournment thereof; and (ii) the date on which the Company receives a favorable interpretative letter from the Commission to the effect that (x) the grant of Restricted Shares under the Plan is exempt from the operation of Section 16(b) of the Exchange Act and (y) Outside Directors who receive Restricted Shares under the Plan will continue to be "disinterested persons" within the meaning of Rule 16b-3 under the Exchange Act with respect to administration of the Company's other stock related plans in which only employees of the Company (including officers, whether or not they are directors) and its subsidiaries may participate.

20. BENEFICIARIES. The Outside Director's beneficiary in the event of his or her death shall be his or her estate.

EXHIBIT 10.2

Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors

Restricted Shares Agreement

TIME WARNER INC. (the "Company"), pursuant to the Company's 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors, as amended through January 21, 2005 and from time to time thereafter (the "Plan"), hereby irrevocably awards (the "Award") the following restricted shares (the "Restricted Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), to the undersigned Holder, and such Holder has paid therefor to the Company consideration of $.01 per share, receipt of which is hereby acknowledged. The Award of Restricted Shares is subject in all cases to the terms and conditions set forth in the Plan, which is incorporated into and made a part of this Agreement.

1. Name: <<First_Name>> <<Last_Name>> ID: <<ID>>

2. Grant Information for this Award: Restricted Stock Grant Number: <<Number>> Date of Award: <<Date_of_Award>> Purchase Price per Restricted Share: $0.01 Total Number of Restricted Shares Granted: <<Shares_>>

3. The vesting dates shall be:

subject to earlier forfeiture in certain circumstances, including termination of service as a director, and accelerated vesting, as provided in the Plan.

4. Restriction Period.

The Restriction Period for each portion of the Award hereunder shall be the period commencing on the Date of Award and ending at the close of business on the Vesting Date listed for that portion of the Award.

5. I acknowledge that I have read and will comply with Time Warner's Securities Trading Policy and Supplemental Trading Policies, which I understand may be updated from time to time.

6. I acknowledge and agree that:

a) An election under Section 83(b) of the Internal Revenue Code must be submitted by me to the Internal Revenue Service within thirty (30) days after the Date of Award and that, if I desire to make such an election, I also must provide a copy of the completed Section 83(b) form to the Stock Plans Administration Group not later than the thirtieth (30th) day following the Date of Award.
b) If I do not make a valid Section 83(b) election, I will owe taxes at each Vesting Date on the portion of the Award for which the Restriction Period has ended and that I will be responsible for remitting all such taxes owed to the proper taxing authorities.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Home Address:                                           Business Address:

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EXHIBIT 10.3

Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors

Restricted Stock Units Agreement

TIME WARNER INC. (the "Company"), pursuant to the Company's 1988 Restricted Stock and Restricted Stock Unit Plan for Non-Employee Directors, as amended through January 21, 2005 and from time to time thereafter (the "Plan"), hereby irrevocably awards (the "Award") the following Restricted Stock Units (the "RSUs") related to the Company's Common Stock, par value $.01 per share (the "Common Stock"), to the undersigned Holder. The Award of RSUs is subject in all cases to the terms and conditions set forth in the Plan, which is incorporated into and made a part of this Agreement.

1. Name: <<First_Name>> <<Last_Name>> ID: <<ID>>

2. Grant Information for this Award: Restricted Stock Unit Grant Number: <<Number>> Date of Award: <<Date_of_Award>> Total Number of Restricted Stock Units Granted: <<Units_>>

subject to earlier forfeiture in certain circumstances, including termination of service as a director, and accelerated vesting, as provided in the Plan.

4. Restriction Period.

The Restriction Period for each portion of the Award hereunder shall be the period commencing on the Date of Award and ending at the close of business on the Vesting Date listed for that portion of the Award.

5. I acknowledge that I have read and will comply with Time Warner's Securities Trading Policy and Supplemental Trading Policies, which I understand may be updated from time to time.

6. I acknowledge and agree that:
I will owe taxes at each Vesting Date on the portion of the Award for which the Restriction Period has ended and that I will be responsible for remitting all such taxes owed to the proper taxing authorities.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Holder: ____________________
              (Signature)
Home Address:                                           Business Address:

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EXHIBIT 10.4

As amended through
January 21, 2005

TIME WARNER INC.

1999 STOCK PLAN

1. PURPOSES OF THE PLAN.

The Plan is intended to encourage ownership of Shares by Key Employees and directors of and certain consultants to the Company or its Affiliates in order to attract and retain such people, to motivate them to work for the benefit of the Company or an Affiliate, and to provide an additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs and Non-Qualified Options and awards of Stock Purchase Rights and Restricted Stock Units.

2. DEFINITIONS.

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Time Warner Inc. 1999 Stock Plan, have the following meanings:

"Administrator" means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.

"Affiliate", with respect to ISOs, means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect, and, with respect to Non-Qualified Options, means any corporation, company or other entity whose financial results are consolidated with those of the Company in accordance with U.S. generally accepted accounting principles, all as determined by the Administrator.

"Board of Directors" means the Board of Directors of the Company.

"Change in Control" means either a Corporate Change in Control or a Transactional Change in Control.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board of Directors, or its successor, or such other committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan or a subcommittee of the Compensation Committee established by the Compensation Committee.

"Common Stock" means shares of the Company's common stock, $.01 par value per share.

"Company" means (i) with respect to the periods prior to January 11, 2001, America Online, Inc., a Delaware corporation and (ii) with respect to periods on and after January 11, 2001, Time Warner Inc., a Delaware corporation named AOL Time Warner Inc. prior to October 16, 2003.

"Corporate Change in Control" means the happening of any of the following events:

(1) the acquisition by any individual, entity or group (an "Entity"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition by virtue of the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was itself acquired directly from the Company), (B) any acquisition by the Company, or (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; or

(2) a change in the composition of the Board of Directors since October 28, 1999, such that the individuals who, as of such date, constituted the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to October 28, 1999 whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or Entity other than the Board shall not be deemed a member of the Incumbent Board.

"Disability" or "Disabled" means permanent and total disability as defined in Section 22(e)(3) of the Code.

"Fair Market Value" of a Share of Common Stock means:

(1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the

Common Stock, the average of the high and low sales prices of a share of the Common Stock on the New York Stock Exchange or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date;

(2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market on the applicable date, or if the applicable date is not a trading day, on the trading day immediately preceding the applicable date; and

(3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine.

"Involuntary Employment Action" shall mean any change in the terms and conditions of the Participant's employment with the Company or any successor, without cause (as defined herein), to such extent that:

(1) the Participant shall fail to be vested with power, authority and resources analogous to the Participant's title and/or office prior to the Change in Control, or

(2) the Participant shall lose any significant duties or responsibilities attending such office, or

(3) there shall occur a reduction in the Participant's base compensation, or

(4) the Participant's employment with the Company, or its successor, is terminated without cause (as defined herein).

"ISO" means an option meant to qualify as an incentive stock option under Section 422 of the Code.

"Key Employee" means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Options, Stock Purchase Rights or Restricted Stock Units under the Plan; provided however, that Key Employee shall not include any person who: (i) is not on the payroll of the Company or an Affiliate as a full-time or part-time employee or (ii) directly or indirectly provides services to the Company or an Affiliate pursuant to a contractual or other arrangement, written or otherwise between the Company or an Affiliate and either that person or a third party, which does not designate such person as an employee (regardless of whether a government agency, court or other entity subsequently determines that such person is an employee of the Company or an Affiliate for purposes of

employment taxes or for any other purpose). Anything in the prior sentence to the contrary notwithstanding, a person who is providing services pursuant to a contractual or other arrangement may be eligible for participation in the Plan as a consultant who is designated by the Administrator in accordance with Paragraph 5 of the Plan.

"Non-Qualified Option" means an option which is not intended to qualify as an ISO.

"Option" means an ISO or Non-Qualified Option granted under the Plan.

"Option Agreement" means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

"Participant" means a Key Employee, director or consultant of the Company or of an Affiliate to whom one or more Options, Stock Purchase Rights or Restricted Stock Units are granted under the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context requires.

"Plan" means this Time Warner Inc. 1999 Stock Plan.

"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Paragraph 14 below.

"Restricted Stock Purchase Agreement" means a written agreement between the Company and a Participant evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right, in such form as the Administrator shall approve.

"Restricted Stock Unit" means the right to receive Shares pursuant to Paragraph 15 of the Plan, as evidenced by a Restricted Stock Units Agreement.

"Restricted Stock Units Agreement" means a written agreement between the Company and a Participant evidencing the terms and restrictions applying to the grant of a Restricted Stock Unit, in such form as the Administrator shall approve.

"Shares" means shares of the Common Stock as to which Options or Stock Purchase Rights or Restricted Stock Units have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued upon exercise of Options or Stock Purchase Rights or payment with respect to Restricted Stock Units granted under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.

"Stock Purchase Right" means the right to purchase Common Stock pursuant to Paragraph 14 of the Plan, as evidenced by a Restricted Stock Purchase Agreement.

"Survivors" means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to an Option. Stock Purchase Right or Restricted Stock Unit by will or by the laws of descent and distribution.

"Transactional Change in Control" shall mean any of the following transactions to which the Company is a party:

(1) a reorganization, recapitalization, merger or consolidation (a "Corporate Transaction") of the Company, unless securities representing 60% or more of either the outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the beneficial holders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction; or

(2) the sale, transfer or other disposition of all or substantially all of the assets of the Company.

To "Vest" means that you have obtained a contingent right to exercise, purchase or receive Shares pursuant to a defined number of your awards hereunder, as defined by and subject to the terms and conditions set forth in the pertinent Agreement and this Plan. Unless and until your award Vests pursuant to the terms of the pertinent Agreement and this Plan, as well as the vesting schedule included in your notice of grant, you have not obtained any such right to exercise, purchase or receive Shares pursuant to any of your unvested awards (except as may be provided in Paragraphs 12 and 13 of this Plan and in the pertinent Agreement).

3. SHARES SUBJECT TO THE PLAN.

The number of Shares which may be issued from time to time pursuant to this Plan shall be 100,000,000 or the equivalent of such number of Shares after the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 18 of the Plan. No more than 5% of such number of Shares may be issued in connection with grants of Stock Purchase Rights or Restricted Stock Units.

If an Option ceases to be "outstanding", in whole or in part, the Shares which were subject to such Option shall be available for the granting of other Options under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement. Shares that have actually been issued under the Plan upon exercise of an Option or a Stock Purchase Right or delivery of Shares pursuant to a Restricted Stock Unit shall not be

returned to the Plan and shall not become available for the granting of other Options, Stock Purchase Rights or Restricted Stock Units under the Plan.

4. ADMINISTRATION OF THE PLAN.

Subject to the provisions of the Plan, the Administrator is authorized to:

a. Interpret the provisions of the Plan or of any Option, Option Agreement, Stock Purchase Right, Restricted Stock Purchase Agreement, Restricted Stock Unit or Restricted Stock Units Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

b. Determine which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees, directors and consultants shall be granted Options, Stock Purchase Rights or Restricted Stock Units;

c. Determine the number of Shares for which an Option, Options, Stock Purchase Rights or Restricted Stock Units shall be granted, provided, however, that in no event shall Options, Stock Purchase Rights or Restricted Stock Units to purchase more than 4,000,000 Shares be granted to any Participant in any fiscal year;

d. Specify the terms and conditions upon which an Option, Options, Stock Purchase Rights or Restricted Stock Units may be granted; and

e. Award Options, Stock Purchase Rights or Restricted Stock Units to Participants who are foreign nationals or employed or located outside the United States, or both, on such terms and conditions, including imposing conditions on the exercise or Vesting of Options, Stock Purchase Rights or Restricted Stock Units, different from those applicable to Options, Stock Purchase Rights or Restricted Stock Units granted to Participants employed or located in the United States as may, in the judgment of the Administrator, be necessary or desirable in order to recognize differences in local law, tax policy or customs;

provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Option, Stock Purchase Right or Restricted Stock Units granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. The Administrator's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Options, Stock Purchase Rights or Restricted Stock Units under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements, Restricted Stock Purchase Agreements or Restricted Stock Units Agreements as to (a) the persons to receive Options, Stock Purchase Rights or Restricted Stock Units under the

Plan, (b) the terms and provisions of Options, Stock Purchase Rights or Restricted Stock Units under the Plan, and (c) whether a termination of service with the Company and any Affiliate has occurred.

No member of the Board of Directors or the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Option.

5. ELIGIBILITY FOR PARTICIPATION.

The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the Company or of an Affiliate at the time an Option, Stock Purchase Right or Restricted Stock Unit is granted. Members of the Company's Board of Directors who are not employees of the Company or of an Affiliate may receive Options, Stock Purchase Rights or Restricted Stock Units pursuant to Paragraph 6, Subparagraph A (f), but only pursuant thereto. Notwithstanding any of the foregoing provisions, the Administrator may authorize the grant of an Option, Stock Purchase Right, or Restricted Stock Unit to a person not then a Key Employee, director or consultant of the Company or of an Affiliate. The actual grant of such Option, Stock Purchase Right or Restricted Stock Unit, however, shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement evidencing such Option, Stock Purchase Right or Restricted Stock Unit, as applicable. ISOs may be granted only to Key Employees. Non-Qualified Options may be granted to any Key Employee, director or consultant of the Company or an Affiliate. Stock Purchase Rights and Restricted Stock Units shall be granted only in connection with the hiring or retention of a Key Employee. The granting of any Option, Stock Purchase Right or Restricted Stock Unit to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Options, Stock Purchase Rights or Restricted Stock Unit.

6. TERMS AND CONDITIONS OF OPTIONS.

Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions as the Administrator may deem appropriate including, without limitation, subsequent approval by the stockholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

A. Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:

a. Option Price: The option price (per share) of the Shares covered by each Option shall be determined by the Administrator but shall not be less than

one hundred percent (100%) of the Fair Market Value (per share) of the Shares on the date of grant of the Option.

b. Each Option Agreement shall state the number of Shares to which it pertains;

c. Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights Vest or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and

d. Exercise of any Option may be conditioned upon the Participant's execution of a stock purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other stockholders, including requirements that:

i. The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and

ii. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

e. Limitation on Grant of Non-Qualified Options: No Non-Qualified Option shall be granted after the date provided in Paragraph 24 of this Plan.

f. Directors' Options: Each director of the Company who is not an employee of the Company or any Affiliate, upon first being elected or appointed to the Board of Directors, shall be granted a Non-Qualified Option to purchase 8,000 Shares; provided, however, that the Administrator shall be entitled to grant an Option for such higher number of Shares as may be appropriate (as determined by the Board of Directors) for recruitment purposes. Each director of the Company who is not an employee of the Company or any Affiliate on January 18, 2001, shall be granted on such date a Non-Qualified Option to purchase 52,000 Shares as an initial grant for joining the Board of Directors. For the annual meeting of stockholders in 2002, on the date following the annual meeting of stockholders of the Company, giving effect to the election of any director or directors at such annual meeting of stockholders, each director who is not an employee of the Company or any Affiliate and who has served at least six months as a director shall be granted a Non-Qualified Option to purchase 40,000 Shares. Beginning with the annual meeting of stockholders in 2003, on the date following the annual meeting of stockholders of the Company each year, giving effect to the election of any director or directors at such annual meeting of stockholders, each director who is not an employee of

the Company or any Affiliate and who has served at least six months as a director shall be granted a Non-Qualified Option to purchase 8,000 Shares. Each Option granted pursuant to this Paragraph 6(A)(f) shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten (10) years, and (iii) Vest in installments of 25% annually over a four-year period and on the date of a meeting of stockholders at which directors are elected if the director does not stand for re-election or is not re-elected at such meeting, unless a different vesting schedule is established by the Administrator in the applicable Option Agreement. The Board of Directors may amend this Paragraph 6(A)(f) to increase, reduce, eliminate, or institute option grants for Board, Committee or other individual or collective service under this Plan.

B. ISOs: Each Option intended to be an ISO shall so state and shall be issued only to a Key Employee and be subject to at least the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with
Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

a. Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) and (f) thereunder.

b. Option Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option.

ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant.

c. Term of Option: For Participants who own

i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide.

ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide.

d. Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (d) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code.

e. Limitation on Grant of ISOs: No ISOs shall be granted after the date provided in Paragraph 24 of this Plan.

f. To the extent that an Option which is intended to be an ISO fails to so qualify, it shall be treated as a Non-Qualified Option.

7. EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.

An Option (or any part or installment thereof) shall be exercised in accordance with procedures established by the Company by giving written notice to the Company at its principal executive office address, or such other address as the Company shall determine, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, through such other method of payment approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In

determining what constitutes "reasonably promptly," it is expressly understood that the delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 21) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(B)(d).

The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) if any amendment is materially adverse to the Participant, any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant's Survivors, and (iii) any such amendment of any ISO shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such amendment would constitute a "modification" of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such ISO.

8. RIGHTS AS A STOCKHOLDER.

No Participant to whom an Option has been granted shall have rights as a stockholder with respect to any Shares covered by such Option, except after due exercise of the Option and tender of the full purchase price for the Shares being purchased pursuant to such exercise (and satisfaction of such other conditions for the transfer of Shares as may be required pursuant to the Option) and registration of the Shares in the Company's share register in the name of the Participant. No Participant to whom a Stock Purchase Right has been granted shall have rights as a stockholder with respect to any Shares covered by such Stock Purchase Right, except after tender of the full purchase price for the Shares being purchased (and satisfaction of such other conditions for the transfer of Shares as may be required pursuant to the Stock Purchase Right) and registration of the Shares in the Company's share register in the name of the purchaser. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Paragraph 18 of this Plan. No Participant to whom a Restricted Stock Unit has been granted shall have rights as a stockholder with respect to any Shares covered by such Restricted Stock Unit until the registration of the Shares in the Company's share register in the name of the Participant has occurred.

9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS AND RESTRICTED STOCK UNITS.

By its terms, an Option, Stock Purchase Right or Restricted Stock Unit granted to a Participant shall not be transferable by the Participant other than
(i) by will or by the laws of descent and distribution, or (ii) as otherwise determined by the Administrator and set forth in the applicable Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement. The designation of a beneficiary of an Option by a Participant shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, an Option or Stock Purchase Right shall be exercisable, and a Restricted Stock Unit may be held, during the Participant's lifetime, only by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option, Stock Purchase Right or Restricted Stock Unit or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon an Option, Stock Purchase Right or Restricted Stock Unit, shall be null and void.

10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.

Except as otherwise provided in the pertinent Option Agreement, in the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate before the Participant has exercised all Options, the following rules apply:

a. A Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for which events there are special rules in Paragraphs 11, 12, and 13, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement. An Option that is not exercisable on the date of termination of service is canceled on such date and may not be exercised. An Option that is exercisable on the date of termination of service, but not exercised within the term as the Administrator has designated in the pertinent Option Agreement is canceled and may not be exercised thereafter.

b. Except as provided in Paragraph 12, in no event may an Option Agreement provide, if the Option is intended to be an ISO, that the time for exercise be later than three (3) months after the Participant's termination of employment.

c. The provisions of this Paragraph, and not the provisions of Paragraph 12 or 13, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy, provided, however, in the case of a Participant's Disability or death within three (3) months after the termination of employment, director status or consultancy, the Participant or the

Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, but in no event after the date of expiration of the term of the Option.

d. Notwithstanding anything herein to the contrary, if subsequent to a Participant's termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause" (as defined in Paragraph 11 below), then such Participant shall forthwith cease to have any right to exercise any Option, whether or not such Option was previously exercisable.

e. A Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 2 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, director status or consultancy with the Company or with an Affiliate, except to the extent that the Administrator so determines as Company policy or to the extent that the Option Agreement may otherwise expressly provide.

f. Except as required by law or as set forth in the pertinent Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant's status within or among the Company and any Affiliates, so long as the Participant continues to be a Key Employee, director or consultant of the Company or any Affiliate.

11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".

Except as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated for "cause" prior to the time that all his or her outstanding Options have been exercised:

a. All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for "cause" will immediately be forfeited.

b. For purposes of this Plan, except as otherwise provided in the pertinent Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement, "cause" shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company.

c. "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause," then the right to exercise any Option is forfeited.

d. Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant.

12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.

Except as otherwise provided in the pertinent Option Agreement, a Participant who terminates his or her employment, directorship or consultancy with the Company or an Affiliate by reason of Disability may exercise any Option granted to such Participant:

a. To the extent exercisable but not exercised on the date of such cessation; and

b. In the event rights to exercise the Option Vest periodically, to the extent of a pro rata portion of any additional rights as would have Vested had the Participant not terminated his or her employment, directorship or consultancy by reason of such Disability, prior to the end of the Vesting period which next ends following the date of such termination. The proration shall be based upon the number of days of such Vesting period prior to the date of such termination.

Except as otherwise provided in the pertinent Option Agreement, a Disabled Participant may exercise such rights only within the period ending one (1) year after the date of the Participant's termination of employment, directorship or consultancy, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become disabled and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

The Company shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Company, the cost of which examination shall be paid for by the Company.

13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors:

a. To the extent exercisable but not exercised on the date of death; and

b. In the event rights to exercise the Option Vest periodically, to the extent of a pro rata portion of any additional rights which would have Vested had the Participant not died prior to the end of the Vesting period which next ends following the date of death. The proration shall be based upon the number of days of such Vesting period prior to the Participant's death.

Except as otherwise provided in the pertinent Option Agreement, if the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of Participant's termination of employment, directorship or consultancy, as the case may be, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

14. STOCK PURCHASE RIGHTS.

a. Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing, by means of an Agreement, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid (which shall not be less than the par value of the Shares), and the time within which the offeree must accept such offer, which shall in no event exceed six
(6) months from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

b. Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator.

c. Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.

15. RESTRICTED STOCK UNITS.

a. Grant. Restricted Stock Units may be granted either alone, in addition to, or in tandem with other awards granted under the Plan. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in writing, by means of an Agreement, of the terms, conditions and restrictions related to the award, including the number of Shares subject to the Restricted Stock Unit.

b. Forfeiture Provisions. Unless the Administrator determines otherwise, the Restricted Stock Units Agreement shall provide that the Restricted Stock Unit shall be forfeited upon the voluntary or involuntary termination of the Participant's employment with the Company for any reason (including death or Disability).

c. Other Provisions. The Restricted Stock Units Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Units Agreements need not be the same with respect to each Participant.

16. PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares to be issued upon the particular exercise of or delivery pursuant to an Option, Stock Purchase Right or Restricted Stock Unit shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

a. The person(s) who exercise(s) or is to receive Shares pursuant to such Option, Stock Purchase Right or Restricted Stock Unit shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise of such grant:

"The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including

a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws."

b. At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder.

The Company may delay issuance of the Shares until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including, without limitation, state securities or "blue sky" laws.)

17. DISSOLUTION OR LIQUIDATION OF THE COMPANY.

Upon the dissolution or liquidation of the Company, all Options, Stock Purchase Rights and Restricted Stock Units granted under this Plan which as of such date shall not have been exercised will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, (i) the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation (A) to exercise any Option or Stock Purchase Right to the extent that the Option or Stock Purchase Right is exercisable as of the date immediately prior to such dissolution or liquidation and (B) to receive Shares pursuant to any Vested and outstanding Restricted Stock Unit; and (ii) if a Change in Control shall have occurred within the twelve months immediately prior to the date of such dissolution or liquidation, such Participant or such Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise any Option, Stock Purchase Right or receive Shares pursuant to any Restricted Stock Unit then outstanding whether or not such Option, Stock Purchase Right or Restricted Stock Unit is Vested and/or exercisable as of such date.

18. ADJUSTMENTS.

Upon the occurrence of any of the following events, the adjustments as hereinafter provided shall be made, unless otherwise specifically provided in a pertinent Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement:

A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of Shares deliverable upon the exercise of an Option or Stock Purchase Right or pursuant to a Restricted Stock Unit may be appropriately increased or decreased proportionately, and appropriate adjustments may be made in the purchase price per share to reflect such subdivision, combination

or stock dividend. The number of Shares subject to options to be granted (i) pursuant to Paragraph 3 or to directors pursuant to Paragraph 6(A)(f) shall also be proportionately adjusted upon the occurrence of such events, except as the Administrator shall otherwise determine in its sole discretion or (ii) pursuant to Paragraph 4(c) shall also be proportionately adjusted upon the occurrence of such events.

B. Corporate Changes in Control. In the event of a Corporate Change in Control,

i. Each Option, Stock Purchase Right or Restricted Stock Unit outstanding as of the date such Corporate Change in Control is determined to have occurred, and which is not then exercisable or Vested by reason of Vesting requirements, shall automatically accelerate the Vesting so that the Option, Stock Purchase Right or Restricted Stock Unit shall become fully Vested and, where applicable, shall become fully exercisable and, in the case of Restricted Stock Units, Shares shall be transferred to the Participant, on the first to occur of (x) the date the Option, Stock Purchase Right or Restricted Stock Unit becomes Vested and, if applicable, exercisable under its original terms (with respect only to such Options, Stock Purchase Rights or Restricted Stock Units as otherwise would Vest during such one-year period under their terms), (y) the first anniversary of the date such Corporate Change in Control is determined to have occurred, and
(z) the occurrence of an Involuntary Employment Action; and

ii. The Options or Stock Purchase Rights so accelerated shall remain so exercisable until the earlier of the original expiration date of the Option or Stock Purchase Right and the earlier termination of the Option or Stock Purchase Right in accordance with the Plan and the applicable Agreement.

C. Transactional Changes in Control. In the event of a Transactional Change in Control,

i. Each Option, Stock Purchase Right or Restricted Stock Unit outstanding as of the date such Transactional Change in Control is determined to have occurred shall be: (a) assumed by the successor corporation (or its parent) or replaced with a comparable option, stock purchase right or restricted stock unit with respect to shares of the capital stock of the successor corporation (or its parent) on an equitable basis, (b) terminated upon written notice to the Participants stating that (i), in the case of Options and Stock Purchase Rights, all such Options or Stock Purchase Rights (for purposes of this Subparagraph all Options or Stock Purchase Rights then outstanding shall be deemed to be exercisable) must be exercised within a specified number of days (which shall not be less than 15 days) from the date such notice is given, at the end of which period the Options or Stock Purchase Rights shall terminate and (ii) in the case of Restricted Stock Units, that Shares shall be delivered to the Participant pursuant to such awards within 15 days after the date such notice is given, or (c) terminated in exchange for a cash payment equal to (i), in the case of Options and Stock Purchase Rights, the excess of the Fair Market Value of the shares subject to such Options or Stock Purchase Rights (for purposes of this Subparagraph all Options then outstanding shall be deemed to be exercisable) over the exercise price thereof and (ii) in the case of Restricted Stock Units, the Fair Market Value of the Shares subject to such Restricted Stock Units. The determination of which of the treatments set

forth in clauses (a), (b) and (c) above to provide and of comparability under clause (a) above shall be made by the Administrator and its determinations shall be final, binding and conclusive.

ii. The Vesting of each Option, Stock Purchase Right or Restricted Stock Unit that is assumed or replaced in connection with a Transactional Change in Control shall automatically accelerate so that the Option, Stock Purchase Right or Restricted Stock Unit shall become fully Vested and, where applicable, shall become fully exercisable, and, in the case of Restricted Stock Units, Shares shall be transferred to the Participant, on the first to occur of (x) the date the Option, Stock Purchase Right or Restricted Stock Unit becomes Vested and, if applicable, exercisable under its original terms (with respect only to such Options, Stock Purchase Rights or Restricted Stock Units as otherwise would Vest during such one-year period under their terms), (y) the first anniversary of the date such Transactional Change in Control is determined to have occurred, and
(z) the occurrence of an Involuntary Employment Action. The Options or Stock Purchase Rights so accelerated shall remain so exercisable until the earlier of the original expiration date of the Option or Stock Purchase Right and the earlier termination of the Option or Stock Purchase Right in accordance with the Plan and the applicable Agreement.

D. Corporate Transaction. In the event of a Corporate Transaction that does not constitute a Transactional Change in Control or in the event of a similar event, pursuant to which securities of the Company or of another corporation or entity are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or Stock Purchase Right or becoming Vested under a Restricted Stock Unit shall be entitled to receive (where applicable, for the purchase price paid upon such exercise) the securities which would have been received if such Option or Stock Purchase Right had been exercised, or such Restricted Stock Unit had become Vested, prior to such Corporate Transaction.

E. Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B, C, or D with respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a "modification" of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO.

19. ISSUANCES OF SECURITIES.

Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options, Stock Purchase Rights or Restricted Stock Units. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company.

20. FRACTIONAL SHARES.

No fractional shares shall be issued under the Plan and the person exercising such right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

21. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

22. WITHHOLDING.

In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the exercise of an Option or a Disqualifying Disposition (as defined in Paragraph 23) or the Vesting of Shares issued pursuant to Stock Purchase Rights or the delivery of Shares pursuant to Restricted Stock Units, the Company may deduct from any amounts due to the Participant, such as compensation or reimbursements, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law), provided, however, that with respect to persons subject to Section 16 of the 1934 Act, any such withholding arrangement shall be in compliance with any applicable provisions of Rule 16b-3 promulgated under Section 16 of the 1934 Act. For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 2 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding.

23. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such shares before the later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired Shares by exercising the ISO. If the Key Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

24. TERMINATION OF THE PLAN.

Unless sooner terminated by the Board of Directors, the Plan shall terminate on October 28, 2009, and no Options, Stock Purchase Rights or Restricted Stock Units shall thereafter be granted under the Plan. All Options, Stock Purchase Rights or Restricted Stock Units granted under the Plan prior to that date shall remain in effect until such Options, Stock Purchase Rights or Restricted Stock Units shall have been exercised, paid out or terminated in accordance with the terms and provisions of the Plan and the applicable Agreements. The Board of Directors may terminate the Plan at any time; provided, however, that any such termination will not materially impair any rights under any Option, Stock Purchase Right or Restricted Stock Unit theretofore made under the Plan without the consent of the Participant.

25. AMENDMENT OF THE PLAN AND AGREEMENTS.

The Plan may be amended by the stockholders of the Company. The Plan may also be amended by the Board of Directors or the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Options granted under the Plan or Options to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, for as long as the Company has a class of stock registered pursuant to
Section 12 of the 1934 Act and to the extent necessary to qualify the shares issuable upon exercise of any outstanding Options granted, or Options to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires stockholder approval shall be subject to obtaining such stockholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, materially adversely affect his or her rights under an Option, Stock Purchase Right or Restricted Stock Unit previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Option Agreements, Restricted Stock Purchase Agreements or Restricted Stock Units Agreements in a manner which may be materially adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Option Agreements, Restricted Stock Purchase Agreements or Restricted Stock Units Agreements may be amended by the Administrator in a manner which is not materially adverse to the Participant.

26. EMPLOYMENT OR OTHER RELATIONSHIP.

Nothing in this Plan or any Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

All Options, Stock Purchase Rights and Restricted Stock Units shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise.

27. GOVERNING LAW.

With respect to Options and Stock Purchase Rights granted prior to January 18, 2001, this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, the Company's state of incorporation and, except as otherwise provided in the pertinent Option Agreement or Restricted Stock Purchase Agreement, the United States District Court for the Eastern District of Virginia shall have exclusive jurisdiction over any and all disputes between a Participant and the Company related to or arising out of Options or Restricted Stock Purchase Rights granted under this Plan. With respect to Options, Stock Purchase Rights and Restricted Stock Units granted on or after January 18, 2001, this Plan shall be governed by and construed in accordance with the laws of the State of New York and, except as otherwise provided in the pertinent Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Units Agreement, any and all disputes between a Participant and the Company related to or arising out of Options, Stock Purchase Rights or Restricted Stock Units granted under this Plan shall be brought only in a state or federal court of competent jurisdiction sitting in Manhattan, New York.

EXHIBIT 10.5

1999 Stock Plan
Option Agreement
Directors Version 4
For Use Beginning January 2005

TIME WARNER INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

Time Warner Inc., formerly named AOL Time Warner Inc. (the "Company"), has granted the Optionee an option (the "Option") to purchase shares of its common stock, $.01 par value per share (the "Shares"), on the Date of Grant set forth on the Notice of Grant of Stock Option (the "Notice") that has separately been provided to the Optionee.

The Option is not intended to qualify as an "incentive stock option" under
Section 422 of the Code and shall for all purposes be treated as a nonstatutory stock option.

1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and option to purchase the number of Shares set forth in the Notice, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference.

2. EXERCISE PRICE. The exercise price of the Shares covered by this Option shall be as set forth in the Notice, subject to adjustment as provided in the Plan.

3. VESTING AND EXERCISABILITY. Subject to the terms and conditions set forth in this Agreement and the Plan, so long as the Optionee remains an employee, director or consultant of the Company or an Affiliate, this Option shall vest and become exercisable ratably in four equal annual installments, on each of the first, second, third and fourth anniversaries of the Date of Grant as set forth in the Notice.

As a condition to the exercise of any Option evidenced by this Agreement, the Optionee agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Optionee multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Paragraph 3 shall terminate with respect to the Options evidenced by this Agreement (as well as any

Shares issued pursuant to the exercise of such Options) on the first anniversary of the date the Optionee ceases to be a director of the Company.

4. TERM OF OPTION. Unless earlier terminated pursuant to the provisions of this Agreement or the Plan, the unexercised portion of the Option shall expire and cease to be exercisable at 5:00 p.m. Eastern Time on the day preceding the tenth anniversary of the Date of Grant (the "Expiration Date").

5. TERMINATION OF SERVICE. In the event of the termination of the Optionee's service relationship (whether as an employee, director or consultant) with the Company or an Affiliate before the Optionee has exercised the Option in full or the Option has terminated pursuant to Paragraph 4, the following rules shall apply:

(a) Cause. If the Optionee is removed as a director of the Company for "cause" (within the meaning of the Company's Restated Certificate of Incorporation and By-laws or the provisions of the General Corporation Law of the State of Delaware), the unvested portion of the Option shall immediately terminate, and the vested portion of the Option shall remain exercisable for one (1) month following the Optionee's date of termination and shall not be exercisable after the end of such one-month period; provided, that if the Optionee is removed for cause on account of one or more acts of fraud, embezzlement or misappropriation committed by the Optionee, the unvested and vested portions of the Option shall immediately terminate.

(b) Retirement. If the Optionee's service relationship is voluntarily terminated by the Optionee at any time (i) following the attainment of age 55 with ten (10) years of service with the Company or any Affiliate or (ii) pursuant to a mandatory retirement program for non-employee directors of the Company, then the Option shall fully vest and become immediately exercisable, and shall remain exercisable for five (5) years following the Optionee's date of termination and shall not be exercisable after the end of such five-year period; provided, that if the Company has given the Optionee notice that his or her service relationship is being terminated under the circumstances described in Paragraph 5(a) above prior to the Optionee's election to terminate under this Paragraph 5(b), then the provisions of Paragraph 5(a) shall be controlling.

(c) Disability. If the Optionee's service relationship is terminated as a result of the Optionee's Disability (as defined in the Plan), then the Option shall fully vest and become immediately exercisable, and shall remain exercisable for three (3) years following the Optionee's date of termination and shall not be exercisable after the end of such three-year period.

(d) Death. If the Optionee's service relationship is terminated as a result of the Optionee's death, then the Option shall fully vest and become

immediately exercisable, and shall remain exercisable by the Optionee's designated beneficiary or, if there is no designated beneficiary, the Optionee's Survivors for three (3) years following the Optionee's date of death and shall not be exercisable after the end of such three-year period.

(e) Not Re-elected as a Director. If the Optionee's service relationship is terminated because the Optionee is not nominated by the Company's Board of Directors to stand for re-election at an annual stockholders' meeting at which directors are to be elected or, having been nominated for re-election, is not re-elected by the stockholders at such stockholders' meeting, the Option shall fully vest and become immediately exercisable and shall remain exercisable for three (3) years following the Optionee's date of termination and shall not be exercisable after the end of such three-year period; provided, that if at the time the Optionee ceases to be a director of the Company under this Paragraph 5(e), the Optionee satisfies the age and service requirements described in Paragraph 5(b), then the provisions of Paragraph 5(b) shall be controlling.

(f) Merger, Reorganization. If the Optionee's service relationship is terminated by the Company as a result of any corporate reorganization, merger or consolidation of the Company or because of a reduction in the size of the Board of Directors, then the Option shall fully vest and become immediately exercisable, and shall remain exercisable for three (3) years following the Optionee's date of termination and shall not be exercisable after the end of such three-year period; provided that if at the time the Optionee ceases to be a director of the Company under this Paragraph 5(f), the Optionee satisfies the age and service requirements described in Paragraph 5(b), then the provisions of Paragraph 5(b) shall be controlling.

(g) Certain Resignations. If the Optionee's service relationship is voluntarily terminated by the Optionee (i) for medical reasons, (ii) to accept a position with any federal, state or local government or any agency thereof, (iii) on the advice of counsel, due to a conflict of interest or
(iv) in the discretion of the Administrator, for any reason the Administrator determines to be similar to the foregoing, then the Option shall fully vest and become immediately exercisable and shall remain exercisable for three (3) years following the Optionee's date of termination and shall not be exercisable after the end of such three-year period.

(h) Other. If the Optionee's service relationship is terminated other than under any of the circumstances described in Paragraphs 5(a) through 5(g) above, then the unvested portion of the Option shall immediately terminate (subject to Paragraph 6 below), and the vested portion of the Option shall remain exercisable for three (3) months following the Optionee's date of termination and shall not be exercisable after the end of such three-month period; provided, that if the Optionee's service relationship is terminated by the Company other than under

the circumstances described in Paragraphs 5(a), 5(c) or 5(d) above, and at the time the Optionee ceases to be a director of the Company, the Optionee satisfies the age and service requirements described in Paragraph 5(b), then the provisions of Paragraph 5(b) shall be controlling.

Notwithstanding anything to the contrary in this Paragraph 5, in no event shall any portion of this Option remain exercisable after the Expiration Date. If the Optionee is a party to any employment or consulting agreement with the Company or any of its Affiliates, and such agreement provides for treatment of the Option that is inconsistent with the provisions of this Paragraph 5, the more favorable provisions shall control. A change in status of an Optionee within or among the Company and its Affiliates shall not affect the Option, except that a change in status from employee of the Company or an Affiliate to a consultant of the Company or an Affiliate shall be treated and have the same effect as if the Optionee had ceased to be an employee, director or consultant of the Company or any Affiliate, unless the Administrator determines otherwise.

6. CHANGE IN CONTROL; DISSOLUTION AND LIQUIDATION. In the event a Change in Control (as defined in the Plan) has occurred, the unvested portion of the Option shall fully vest and become exercisable upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided that the Optionee's service relationship with the Company has not been terminated or (ii) the termination of the Optionee's service relationship by the Company under the circumstances described in Paragraph 5(h). Upon the dissolution or liquidation of the Company, the Option shall terminate; provided that to the extent the Option has not yet terminated pursuant to Paragraph 4 or Paragraph 5, (i) the Optionee or the Optionee's Survivors shall have the right immediately prior to such dissolution or liquidation to exercise the Option to the extent that the Option is then currently vested and exercisable, and (ii) if a Change in Control shall have occurred within the twelve months immediately prior to the date of such liquidation or dissolution, the Optionee or the Optionee's Survivors shall have the right immediately prior to such dissolution and liquidation to exercise the Option in full whether or not the Option is otherwise vested and exercisable as of such date.

7. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this Agreement, the Option may be exercised through an approved broker/dealer by written notice on such form as is provided by the Company or pursuant to other procedures established by the Company. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed (whether or not in electronic form) by the person exercising the Option. Payment of the exercise price for such Shares shall be made (a) in United States dollars in cash or by check or by wire transfer to the Company, (b) at the discretion of the Administrator, in accordance with procedures established by the Company, by delivery of Shares, having a fair market value equal as of the date of the exercise to the exercise price, (c) at the discretion of the

Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, (d) through such other method of payment approved by the Company, (e) at the discretion of the Company, by any combination of (a),(b),(c), and (d) above. The Company shall deliver a certificate or certificates (or other evidence of ownership) representing such Shares as soon as practicable after the notice, the exercise price and any required withholding taxes have been received by the Company, provided, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary or appropriate under any applicable law (including, without limitation, state securities or "blue sky" laws) and such Shares shall be subject to such restrictions as the Administrator may determine in accordance with the Plan. The certificate or certificates (or other evidence of ownership) representing the Shares as to which the Option shall have been so exercised shall be registered in the name of the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or person other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

8. PARTIAL EXERCISE. Exercise of vested Options in accordance with this Agreement may be made in whole or in part at any time and from time to time, except that no fractional Share shall be issued pursuant to the Option.

9. NON-ASSIGNABILITY. The Option shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution, or as may be permitted under policies that may be adopted from time to time by the Administrator in its sole discretion. The Option shall be exercisable, during the Optionee's lifetime, only by the Optionee (or, in the event of legal incapacity or incompetency, by the Optionee's guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Paragraph 9, or the levy of any attachment or similar process upon the Option or such rights shall be null and void.

10. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no rights as a stockholder with respect to Shares subject to this Agreement until the issuance of the Shares. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

11. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to Shares subject to the Option and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

12. TAXES. Upon exercise of the Option, the Optionee shall be required to pay to the Company the amount of any applicable federal, state and local withholding taxes due as a result of such exercise. The Optionee agrees that the Company may withhold from the Optionee's remuneration, if any, the appropriate amount of federal, state and local withholding attributable to such amount that the Company believes it is obligated to withhold under the Code, including, but not limited to, income and employment taxes. Subject to the right of the Administrator to disapprove any such election and require the Optionee to pay the required withholding taxes in cash, the Optionee shall have the right to elect to pay the withholding taxes with Shares to be received upon exercise of the Option, in accordance with procedures to be established by the Administrator. Unless the Company shall permit another valuation method to be elected by the Optionee, Shares used to pay any required withholding tax shall be valued at the average of the high and low trading price of a Share as reported on the New York Stock Exchange on the date the withholding tax becomes due. Any election to pay withholding taxes with Shares must be made on or prior to the date the withholding tax becomes due and shall be irrevocable once made. Any such election must be in conformity with the conditions established by the Company from time to time. The Optionee further agrees that, if the Company does not withhold an amount from the Optionee's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Optionee shall reimburse the Company, in cash, for the amount under-withheld within thirty (30) days after the Company has given the Optionee notice of such under-withheld amount.

13. NO OBLIGATION TO MAINTAIN RELATIONSHIP OR GRANT OPTIONS. The Company is not by the Plan or this Option obligated to continue the Optionee as an employee, director or consultant of the Company. The Optionee also agrees and acknowledges that grants of Options under the Plan are discretionary and any grant of Options under the Plan does not imply any obligation on the part of the Company to make any future option grants.

14. NOTICES. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

If to the Company:                 Time Warner Inc.
                                   One Time Warner Center
                                   New York, NY  10019

                                   Attn: Senior Vice President-Global
                                   Compensation and Benefits

If to the Optionee:                at the most recent address information set
                                   forth in the Company's records;

or such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of the receipt, one business day following delivery to a nationally recognized overnight courier service or three business days following mailing by registered or certified mail.

15. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. The parties further agree that any and all disputes related to the subject matter of this Agreement shall be brought only in a state or federal court of competent jurisdiction sitting in Manhattan, New York, and the parties hereby irrevocably submit to the jurisdiction of any such court and irrevocably agree that venue for any such action shall be only in any such court.

16. BENEFIT OF AGREEMENT. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

17. ENTIRE AGREEMENT. This Agreement, together with the Notice and the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement or the Notice shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement or the Notice; provided, that this Agreement and the Notice shall be subject to and governed by the Plan, and in the event of any inconsistency between the provisions of this Agreement or the Notice and the provisions of the Plan, the provisions of the Plan shall govern.

18. MODIFICATIONS AND AMENDMENTS. The terms and provisions of this Agreement and the Notice may be modified or amended as provided in the Plan.

19. WAIVERS AND CONSENTS. Except as provided in the Plan, the terms and provisions of this Agreement and the Notice may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or

provisions of this Agreement or the Notice, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

20. REFORMATION; SEVERABILITY. If any provision of this Agreement or the Notice (including any provision of the Plan that is incorporated herein by reference) shall hereafter be held to be invalid, unenforceable or illegal, in whole or in part, in any jurisdiction under any circumstances for any reason,
(i) such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal while preserving the intent of the parties as expressed in, and the benefits of the parties provided by, this Agreement, the Notice and the Plan or (ii) if such provision cannot be so reformed, such provision shall be severed from this Agreement or the Notice and an equitable adjustment shall be made to this Agreement or the Notice (including, without limitation, addition of necessary further provisions) so as to give effect to the intent as so expressed and the benefits so provided. Such holding shall not affect or impair the validity, enforceability or legality of such provision in any other jurisdiction or under any other circumstances. Neither such holding nor such reformation or severance shall affect the legality, validity or enforceability of any other provision of this Agreement, the Notice or the Plan.

21. ENTRY INTO FORCE. By entering into this Agreement, the Optionee agrees and acknowledges that the Optionee has received and read a copy of the Plan. This Agreement shall not constitute a valid and binding obligation of the Company to the Optionee until signed or electronically acknowledged and agreed to by the Optionee.

22. DEFINED TERMS. Any terms used but not defined herein shall have the meanings given to such terms in the Plan.

EXHIBIT 10.6

Time Warner Inc. 1999 Stock Plan

Restricted Stock Purchase Agreement

TIME WARNER INC. (the "Company") and the undersigned Holder, pursuant to the Company's 1999 Stock Plan, as amended through January 21, 2005 and from time to time thereafter (the "Plan"), hereby acknowledge that the undersigned Holder has hereby elected to exercise Stock Purchase Rights with respect to the following restricted shares (the "Restricted Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), and has paid therefor to the Company consideration of $.01 per share, receipt of which is hereby acknowledged, and the Company hereby irrevocably awards (the "Award") the following Restricted Shares, subject in all cases to the General Terms and Conditions set forth on Annex 1, Version 3 to the Restricted Stock Agreement ("Annex 1"). The Plan and Annex 1 are incorporated into and made a part of this Agreement. The Plan can be accessed and printed through the HR Website (http://infocenter.aoltw.com).

1. Name: ID:

2. Grant Information for this Award:
Restricted Stock Grant Number: Date of Award:

Purchase Price per Restricted Share:

Total Number of Restricted Shares Granted:

3. The vesting dates shall be:

Shares Vesting Date

subject to earlier forfeiture in certain circumstances, including termination of employment, and accelerated vesting, as provided in Annex 1 and the Plan.

4. Restriction Period.

The Restriction Period for each portion of the Award hereunder shall be the period commencing on the Date of Award and ending at the close of business on the Vesting Date listed for that portion of the Award.

5. I acknowledge that I have read and will comply with Time Warner's Securities Trading Policy (accessible on the HR Website), which I understand may be updated from time to time.

6. I acknowledge and agree that:

a) An election under Section 83(b) of the Internal Revenue Code must be submitted by you to the Internal Revenue Service within thirty (30) days after the Date of Award and that, if I desire to make such an election, I also must provide a copy of the completed Section 83(b) form and a check for the amount of taxes due to the Stock Plans Administration Group not later than the thirtieth (30th) day following the Date of Award.
b) If I do not make a valid Section 83(b) election, I will owe taxes at each Vesting Date on the portion of the Award for which the Restriction Period has ended and that I must elect the method of payment of taxes in advance of the Vesting Date in accordance with the procedures established by the Stock Plans Administration Group, and that such procedures may change and be updated overtime.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Home Address:                                        Business Address:
----------------------------                         ---------------------------

----------------------------                         ---------------------------

EXHIBIT 10.7

1999 Stock Plan
Annex 1, Version 3
For Awards from February 2005

Restricted Stock Purchase Agreement

General Terms and Conditions

The Award is subject to the following terms and conditions:

1. Certain Definitions. For the purposes of the Restricted Stock Purchase Agreement of which this Annex 1 is a part (the "Agreement"):

a) the term "Affiliate" means any corporation, company or other entity whose financial results are consolidated with those of the Company in accordance with U.S. generally accepted accounting principles, as determined by the Committee. An entity shall be deemed an Affiliate of a person only for such periods as the requisite ownership or control relationship is maintained.

b) the term "Holder" shall mean the employee or prospective employee of the Company and its Affiliates identified in the Agreement.

Capitalized terms used but not defined in this Agreement shall have the same meaning given to such terms in the Plan. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

2. Restricted Shares. The Restricted Shares will be represented by a Common Stock certificate, or other evidence of ownership (a "stock certificate"), registered in the name of the Holder and will constitute issued and outstanding shares for all corporate purposes. Each stock certificate will be issued bearing a restrictive legend in substantially the form as follows:

"The shares represented by this certificate are subject to the restrictions, terms and conditions (including forfeiture, repurchase rights and restrictions against transfer) contained in the Time Warner Inc. 1999 Stock Plan (the "Plan") and a Restricted Stock Purchase Agreement (the "Agreement") between the registered holder hereof and Time Warner Inc. Copies of the Plan and Agreement are on file in the Office of the General Counsel of Time Warner Inc."

3. Restriction Period; Rights of Holder; Custody of Stock Certificates and Retained Distributions. During the Restriction Period with respect to each portion of the Award, the Holder will generally exercise all the rights, powers, and privileges of a holder of Common Stock, including the right to vote the Restricted Shares registered in his or her name and to receive all regular cash dividends and such other distributions as the Board of Directors of the Company (the "Board") or any Committee (the "Committee") to

which the Board or any Committee of the Board has delegated such authority may in its sole discretion designate that are paid or distributed on such Restricted Shares.

However, until the end of the Restriction Period with respect to each portion of the Award, the Holder:

a) will not be entitled to take possession of the stock certificate(s) representing the Restricted Shares covered by that portion of the Award;

b) may not sell, transfer, encumber or otherwise dispose of the Restricted Shares covered by that portion of the Award; and

c) will not receive distributions made or declared with respect to the Restricted Shares covered by that portion of the Award which the Board or the Committee shall in its sole discretion designate as retained distributions ("Retained Distributions"). Retained Distributions will not bear interest or be segregated in a separate account and will be subject to the same restrictions as the Restricted Shares to which they relate.

4. Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement, on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by that portion of the Award shall become unconditionally vested and the Lapsing Repurchase Right (as defined in paragraph 6 below) with respect thereto shall terminate. Except as otherwise provided in paragraphs 6 and 7, the vesting of such Restricted Shares and any Retained Distributions relating thereto and the lapsing of the Lapsing Repurchase Right shall occur only if the Holder is an employee of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Award.

Subject to paragraph 9 hereof, when any Restricted Shares and any Retained Distributions vest, the Company will promptly issue and deliver to the Holder new Common Stock certificates or other evidence of ownership of the vested securities, registered in the name of the Holder or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 2 of this Agreement.

5. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Holder for the sole purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company as attorney-in-fact for the Holder may in the name and stead of the Holder, make and execute all conveyances, assignments and transfers (including to the Company) of the Restricted Shares and Retained Distributions relating thereto held by the Company during any Restriction Period and the Holder hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue hereof,

provided that the foregoing shall be solely for the purpose of carrying out the provisions of this Agreement. Nevertheless, the Holder shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the reasonable judgment of the Company, be advisable for the purpose.

6. Termination of Employment.

(a) If the Holder's employment with the Company or any of its Affiliates is (i) terminated by the Holder for any reason other than those described in clauses (b) and (c) below or (ii) terminated for cause (as defined below) by the Company or any of its Affiliates prior to the Vesting Date with respect to any portion of the Award, then the Restricted Shares covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination and the Company or its designee shall be deemed to have exercised its option, which is not an obligation, to purchase from the Holder (or his successor in interest) (the "Lapsing Repurchase Right"), and the Holder (or his successor in interest) shall be obligated to sell to the Company or its designee at a price per Restricted Share equal to $.01 per share, as adjusted pursuant to paragraph 11, the Restricted Shares so forfeited.

(b) If the Holder's employment terminates as a result of his or her
(i) death or (ii) "permanent and total disability" (as defined below), then the Restricted Shares for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall fully vest, and the Lapsing Repurchase Right with respect thereto shall terminate, on the date of any such termination.

(c) If the Holder's employment is terminated (i) by the Company or any of its Affiliates for any reason other than for cause, or
(ii) by the Holder as a result of a breach by the Company or any of its Affiliates of an employment agreement between the Holder and the Company or any Affiliate, then a pro rata portion of the Restricted Shares that would vest on the next Vesting Date, and any Retained Distributions relating thereto, shall become vested, and the Lapsing Repurchase Right shall terminate, with respect to such Restricted Shares, determined as follows:

(x) the number of Restricted Shares covered by the portion of the Award that would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Award if there has not yet occurred a Vesting Date) preceding the date of such termination of employment through the date of such termination, and the denominator of which shall be the number of days from the last Vesting Date (or the Date of Award if there has not yet occurred a Vesting Date) through the next succeeding Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.

The Restricted Shares and Retained Distributions that have not vested shall be completely forfeited on the date of any such termination and the Company or its designee shall be deemed to have exercised its Lapsing Repurchase Right with respect to such Restricted Shares.

For purposes of this paragraph 6,

(1) "termination for cause" shall be determined in accordance with the provisions of Section 11 of the Plan;

(2) "permanent and total disability" shall have the meaning as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or such other meaning as the Committee in its discretion, may adopt from time to time, provided that any such meaning is more favorable to the Holder;

(3) a temporary leave of absence shall not constitute a termination of employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Holder's payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate; subject to the other terms and conditions of the Agreement and the Plan. Notice of any such approved leave of absence should be sent to the Company at the address set forth in paragraph 14 of this Agreement, but such notice shall not be required for the leave of absence to be considered approved.

(4) In the event the Holder's employment with the Company or any of its Affiliates is terminated, the Holder shall have no claim against the Company with respect to the Restricted Shares and related Retained Distributions, if any, other than as set forth in this paragraph 6, the provisions of this paragraph 6 being the sole remedy of the Holder with respect thereto.

(5) In the event of the exercise of the Company's Lapsing Repurchase Right, the Company shall be obligated to pay the Holder the purchase price set forth in paragraph 6(a) for each forfeited Restricted Share within 90 days after the date the Restricted Shares are forfeited; provided, however, that in the event that the Company is prohibited during such 90-day period from making such payment by Section 160 of the Delaware General Corporation Law, as amended from time to time (or any successor provision), then the time period for making such payment, but not the date of forfeiture of the Restricted Shares, shall be extended until 20 days after

the date the Company is not so prohibited. Notwithstanding any other provision of this Agreement or the Plan, any failure by the Company to pay the purchase price within the designated time period shall not affect the forfeiture of the Restricted Shares pursuant to this paragraph 6.

7. Acceleration of Vesting Date. In the event a Change in Control (as defined in the Plan) has occurred, the Award will vest in full, and the Lapsing Repurchase Right shall terminate, upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Holder's employment with the Company or any of its Affiliates has not been terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Holder's employment by the Company or any of its Affiliates under the circumstances described in paragraph 6(c) hereof. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be the Vesting Date.

8. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Holder hereunder as a result of the acceleration of vesting of the Restricted Shares pursuant to paragraph 7 of this Agreement, either alone or together with all other Payments received or to be received by the Holder from the Company or any of its Affiliates (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the following provisions shall apply:

a) If the net amount that would be retained by the Holder after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by the Holder after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Holder shall be entitled to receive the Aggregate Payments.

b) If, however, the net amount that would be retained by the Holder after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which the Holder is entitled shall be reduced to such largest amount.

The term "Payment" shall mean any transfer of property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and the timing and method of any such required reduction in Payments under this Agreement or in any such other Payments otherwise payable by the Company or any of its Affiliates consistent with any such required reduction, shall be made by the Holder, including whether any portion of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Holder would

otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the Payment due under this Agreement or any portion thereof or under any such other Payments or portions thereof, and all such determinations shall be conclusive and binding on the Company and its Affiliates. To the extent that Payments hereunder or any such other Payments are not paid as a consequence of the limitation contained in this paragraph 8, then the Restricted Shares and Retained Distributions related thereto (to the extent not so accelerated) and such other Payments (to the extent not vested) shall be deemed to remain outstanding and shall be subject to the provisions hereof and of the Plan as if no acceleration or vesting had occurred. Under such circumstances, if the Holder terminates employment as a result of a breach by the Company or any of its Affiliates of an employment agreement between the Holder and the Company or any such Affiliate or is terminated by the Company or any of its Affiliates without cause, the Restricted Shares and Retained Distributions related thereto (to the extent that they have not already become vested) shall become immediately vested in their entirety and the Lapsing Repurchase Right shall terminate upon such termination subject to the provisions relating to
Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Holder, all legal fees, court costs, fees of experts and other costs and expenses which the Holder incurred in any actual, threatened or contemplated contest of the Holder's interpretation of, or determination under, the provisions of this paragraph 8.

9. Withholding Taxes. The Holder agrees that, subject to paragraph 10 hereof,

a) Obligation to Pay Withholding Taxes. Upon the vesting of any portion of the Award of Restricted Shares and the Retained Distributions relating thereto, the Holder will be required to pay to the Company any applicable Federal, state, local or foreign withholding tax due as a result of such vesting. The Company's obligation to deliver the Restricted Shares or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder any Federal, state, local or foreign withholding taxes due with respect to such vesting.

b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Holder to pay the required withholding tax in cash and subject to paragraph 10 hereof, the Holder shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon vesting or which are otherwise owned by the Holder. Unless the Company shall permit another valuation method to be elected by the Holder, shares of Common Stock used to pay any required withholding taxes shall be valued at the average of the high and low sales price of a share of Common Stock as reported on the New York Stock Exchange Composite Tape on the date the withholding tax becomes due (hereinafter called the "Tax Date").

c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and will be irrevocable once made. Any such election must be made in conformity with conditions established by the Committee from time to time.

10. Section 83(b) Election. If the Holder properly elects (which, apart from any other notice required by law, shall require that the Holder notify the Company of such election at the time it is made) within 30 days after the Date of Award or, in certain circumstances, within 30 days after the date any condition precedent to the Award is satisfied, to include in gross income for Federal income tax purposes an amount equal to the fair market value of such Restricted Shares on the Date of Award, the Holder shall promptly pay to the Company any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. If the Holder fails to make such payment, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. Holders may use shares of Common Stock otherwise owned by them to pay such withholding taxes provided such Holders comply with the provisions of paragraph 9 hereof.

11. Changes in Capitalization and Government and Other Regulations. This Agreement shall be subject to all of the terms and provisions as provided in this Annex 1 and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 18 of the Plan (generally relating to adjustments to the number of shares of Common Stock subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions); and
Section 16 of the Plan (generally relating to the requirements of securities and other laws).

12. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of the Restricted Shares or any Retained Distributions relating thereto, except as waived by the Board or the Committee, will cause a forfeiture of such Restricted Shares and any Retained Distributions relating thereto and the Company or its designee shall be deemed to have exercised its Lapsing Repurchase Right with respect to such forfeited Restricted Shares.

13. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Holder any right to continue in the employ of the Company or any of its Affiliates and the Company and any such Affiliate shall have the right to terminate the employment of the Holder at any such time, with or without cause, notwithstanding the fact that some or all of the Restricted Shares and Retained Distributions covered by this Agreement may be forfeited as a result of such termination.

14. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center, 16th Floor, New York, NY

10019, attention Director-Global Stock Plans Administration; and to the Holder at his or her address, as it is shown on the records of the Company or its Affiliate, or in either case to such other address as the Company or the Holder, as the case may be, by notice to the other may designate in writing from time to time.

15. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Holder under this Agreement without his or her consent.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Holder and his or her legatees, distributees and personal representatives.

17. Copy of the Plan. By entering into the Agreement, the Holder agrees and acknowledges that he or she has received and read a copy of the Plan.

18. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law rules thereof, which might apply the laws of any other jurisdiction.

19. Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any suit, action, or other proceeding arising out of or based upon this Agreement.

20. Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement. Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such suit, action or proceeding in the above-referenced courts is brought in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which notices are to be given pursuant to paragraph 14 hereof.

21. Consent of Spouse. If the Holder is married as of the date of this Agreement, the Holder's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to

the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Holder marries or remarries subsequent to the date hereof, the Holder shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A.

Exhibit A To Annex 1, Version 3 for 1999 Stock Plan

CONSENT OF SPOUSE

I, _______________, spouse of __________________, acknowledge that I have read the RESTRICTED STOCK PURCHASE AGREEMENT dated as of ___________________ (the "Agreement") to which this Consent is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall have the meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture and a Lapsing Repurchase Right in favor of Time Warner Inc. (the "Company") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation.

I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement.

I agree to the forfeiture provisions and the Lapsing Repurchase Right described in the Agreement and I hereby consent to the repurchase of the Restricted Shares by the Company and the sale of the Restricted Shares by my spouse or my spouse's legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation.

I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

Dated as of the ___ day of __________, ______.

EXHIBIT 10.8

As Amended Through
January 21, 2005

TIME WARNER INC.

1999 RESTRICTED STOCK AND RESTRICTED STOCK UNIT PLAN

1. PURPOSE. The purpose of the Plan is to attract, retain and motivate key employees and prospective employees (including officers) of the Company and its Subsidiaries and to further the identity of interests of such key employees and the Company's stockholders through additional opportunities for increased stock ownership by such key employees.

2. CERTAIN DEFINITIONS. The following terms (whether used in the singular or plural) shall have the meanings indicated when used in the Plan.

2.1 "Approved Transaction" means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company.

2.2 "Board" means the Board of Directors of the Company.

2.3 "Board Change" means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board ceased for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code section shall include any successor section.

2.5 "Committee" means the Committee of the Board appointed pursuant to
Section 3.3 hereof.

2.6 "Common Stock" means the Common Stock, par value $.01 per share, of the Company.

2.7 "Company" means Time Warner Inc., a Delaware corporation that was named AOL Time Warner Inc. prior to October 16, 2003.

2.8 "Control Purchase" means any transaction in which any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any of its Subsidiaries) (i) shall purchase any Common Stock (or securities convertible into Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (ii) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) in the case of rights to acquire securities of the Company).

2.9 "Holder" means an individual to whom Restricted Shares or Restricted Stock Units have been awarded pursuant to Section 3 hereof.

2.10 "Plan" means this 1999 Restricted Stock and Restricted Stock Unit Plan of the Company.

2.11 "Restricted Shares" means shares of Common Stock awarded to a Holder pursuant to Section 3 hereof.

2.12 "Restricted Stock Units" means a contingent obligation of the Company to deliver shares of Common Stock to the Holder, as awarded pursuant to Section 3 hereof.

2.13 "Restricted Stock Units Agreement" means the agreement as described in Section 13 hereof.

2.14 "Restricted Shares Agreement" means the agreement as described in
Section 13 hereof.

2.15 "Restriction Period" means a period of time beginning on the date of each award of Restricted Shares or Restricted Stock Units and ending on the Vesting Date with respect to each such award.

2.16 "Retained Distributions" means distributions which are retained by the Company pursuant to Section 6.3 hereof.

2.17 "Subsidiary" of a person means any present or future subsidiary of such person as such term is defined in section 424 of the Code and any present or future trade or business, whether or not incorporated, controlled by or under common control with

such person. An entity shall be deemed a Subsidiary of a person only for such periods as the requisite ownership or control relationship is maintained.

2.18 "Vesting Date" with respect to any Restricted Shares or Restricted Stock Units awarded hereunder means the date when such Restricted Shares or Restricted Stock Units shall become unconditionally vested as designated by the Board at the time such Restricted Shares or Restricted Stock Units are awarded pursuant to Section 3 hereof.

3. ADMINISTRATION AND AWARD OF RESTRICTED SHARES AND RESTRICTED STOCK UNITS.

3.1 Powers. The Plan shall be administered by the Board. Subject to the express provisions of the Plan, the Board shall have plenary authority, in its discretion, to award Restricted Shares or Restricted Stock Units under the Plan and to determine the terms and conditions (which need not be identical) upon which Restricted Shares or Restricted Stock Units shall be awarded, including, without limitation, (a) the individuals to whom, and the time or times at which, Restricted Shares or Restricted Stock Units shall be awarded hereunder, (b) the number of Restricted Shares or Restricted Stock Units covered by each award, (c) the Vesting Date(s) applicable to each award and the conditions, if any, subject to which Restricted Shares or Restricted Stock Units shall become vested on the Vesting Date and (d) the form, terms and provisions of the Restricted Shares Agreement and Restricted Stock Units Agreement evidencing each award of Restricted Shares or Restricted Stock Units, respectively, hereunder.

3.2 Interpretation. Subject to the express provisions of the Plan, the Board shall have plenary authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The determinations of the Board on the matters referred to in this Section 3 shall be conclusive.

3.3 Delegation to Committee. Notwithstanding anything to the contrary contained herein, the Board may at any time, or from time to time, appoint a Committee and delegate to such Committee the authority of the Board to administer the Plan, including to the extent provided by the Board, the power to further delegate such authority. Upon such appointment and delegation, the Committee shall have all the powers, privileges and duties of the Board in the administration of the Plan to the extent provided in such delegation, except the power to appoint members of the Committee and to terminate, modify or amend the Plan. The Board may from time to time appoint members of any such Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may discharge the Committee. Any such Committee shall have as chairman one of its members as determined by the Board or by the Committee members and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of its members. Any determination reduced

to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

4. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 11 hereof, the maximum aggregate number of Restricted Shares and Restricted Stock Units which may be awarded under the Plan in any calendar year, commencing with calendar year 1999, shall be an amount determined by the Board not in excess of .08% of the shares of Common Stock outstanding on December 31st of the preceding calendar year; provided, however, that any Restricted Shares or Restricted Stock Units awarded under the Plan in any calendar year which are forfeited by the terms of the Plan or any Restricted Shares Agreement or Restricted Stock Units Agreement in the same calendar year shall be deemed not to have been awarded for the purpose of this Section 4 and shall again become available for awards during such calendar year. Any Restricted Shares or Restricted Stock Units available for grant in any calendar year which are not granted in that calendar year shall not be available for grant in any subsequent calendar year and any Restricted Shares or Restricted Stock Units awarded in any calendar year which are forfeited by the terms of the Plan or any Restricted Shares Agreement or Restricted Stock Units Agreement in any subsequent calendar year shall not again be available for awards. No fractional shares of Common Stock shall be awarded or issued under the Plan.

Shares utilized in respect of Restricted Shares or Restricted Stock Units may be, in whole or in part, as the Board shall from time to time determine, authorized but unissued shares of Common Stock or shares of Common Stock previously issued and outstanding and reacquired by the Company, or both.

5. ELIGIBILITY AND CRITERIA FOR AWARDS. Awards may be made only to employees, including officers and directors who are also employees, of the Company or any of its Subsidiaries and prospective employees of the Company or any of its Subsidiaries. The vesting of Restricted Shares or Restricted Stock Units granted to a prospective employee shall be conditioned upon such person becoming an employee of the Company or any of its Subsidiaries. For purposes of the Plan, the term "prospective employee" shall mean any person who holds an outstanding offer of employment on specific terms from the Company or any of its Subsidiaries. Awards may be made to employees who hold or have held awards under this Plan or any similar or other awards under any other plan of the Company or its Subsidiaries.

6. RESTRICTIONS APPLICABLE TO RESTRICTED SHARES AND RESTRICTED STOCK UNITS; CERTIFICATES REPRESENTING RESTRICTED SHARES.

6.1 Vesting Date. The Board shall designate a Vesting Date with respect to each award of Restricted Shares or Restricted Stock Units and may prescribe restrictions, terms and conditions applicable to the vesting of such Restricted Shares or Restricted Stock Units in addition to those provided in the Plan; provided, however, that the Vesting Date with respect to not less than 95% of the Restricted Shares and Restricted Stock Units awarded under the Plan shall be not less than three years after the date of

such

award, subject to earlier vesting in whole or in part upon the occurrence of an Approved Transaction, Board Change or Control Purchase or the death, disability, retirement or other termination of the Holder's employment.

6.2 Restrictions. Restricted Shares, when issued, will be registered in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction Period, any certificates representing the Restricted Shares and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Restricted Shares Agreement. Any such certificates shall be deposited by such Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the applicable Restricted Shares Agreement.

6.3 Rights of Holder of Restricted Shares. Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain all regular cash dividends, and such other distributions as the Board may in its sole discretion designate, paid or distributed on such Restricted Shares and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, with the exception that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Shares during the Restriction Period; (iii) other than regular cash dividends and such other distributions as the Board may in its sole discretion designate, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts; (iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or established by the Board with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

7. COMPLETION OF RESTRICTION PERIOD. On the Vesting Date with respect to each award of Restricted Shares or Restricted Stock Units, and the satisfaction of any

other applicable restrictions, terms and conditions (a) shares of Common Stock covered by that award shall become vested and in the case of Restricted Stock Units such shares shall be thereafter issued and delivered to the Holder, and
(b) any Retained Distributions with respect to such Restricted Shares or Restricted Stock Units shall become vested to the extent that such Restricted Shares or Restricted Stock Units related thereto shall have become vested, in accordance with the terms of the applicable Restricted Shares Agreement or Restricted Stock Units Agreement. Any such Restricted Shares, Restricted Stock Units and Retained Distributions that shall not have become vested shall be forfeited to the Company and the Holder shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares, Restricted Stock Units and Retained Distributions that shall have been so forfeited.

8. ACCELERATION OF VESTING DATE. Unless the applicable Restricted Shares Agreement or Restricted Stock Units Agreement provides otherwise, all outstanding awards of Restricted Shares or Restricted Stock Units shall unconditionally vest in full upon the occurrence of any Approved Transaction, Board Change or Control Purchase, and the date of the occurrence of any such Approved Transaction, Board Change or Control Purchase shall be deemed to be the Vesting Date for such Restricted Shares or Restricted Stock Units.

9. TERMINATION OF EMPLOYMENT PRIOR TO VESTING DATE.

9.1 General. If a Holder's employment shall terminate prior to the Vesting Date applicable to any award of Restricted Shares or Restricted Stock Units, then such Restricted Shares or Restricted Stock Units shall be forfeited or shall vest, in whole or in part, as provided in the applicable Restricted Shares Agreement or Restricted Stock Units Agreement; provided, however, that any termination of a Holder's employment for cause will be treated in accordance with the provisions of Section 9.2.

9.2 Termination for Cause. If a Holder's employment with the Company or any of its Subsidiaries shall be terminated for cause by the Company or such Subsidiary prior to the Vesting Date applicable to any award of Restricted Shares or Restricted Stock Units, then the Holder shall forfeit all of such Restricted Shares and Restricted Stock Units and Retained Distributions with respect to such Restricted Shares and Restricted Stock Units. For the purpose of this Section 9.2, cause shall have the meaning ascribed thereto in any employment agreement to which such Holder is a party. In the absence of an employment agreement, cause shall include but not be limited to, insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Holder's duties and responsibilities for any reason other than illness or incapacity; provided, however, that if such termination occurs within 12 months after an Approved Transaction, Control Purchase or Board Change, termination for cause in the absence of an employment agreement shall mean only a felony conviction for fraud, misappropriation or embezzlement.

9.3 Special Rule. Notwithstanding any other provision of the Plan, the Board may provide in the applicable Restricted Shares Agreement or Restricted Stock Units Agreement that the award of Restricted Shares or Restricted Stock Units shall vest in a manner that differs from the provisions otherwise herein set forth; provided, however, that the provisions of any such Restricted Shares Agreement or Restricted Stock Units that differ from the provisions otherwise set forth herein shall be effective only if reflected in the terms of an employment agreement approved or ratified by the Board.

9.4 Miscellaneous. The Board may determine whether any given leave of absence constitutes a termination of employment. Awards made under the Plan shall not be affected by any change of employment so long as the Holder continues to be an employee of the Company or one of its Subsidiaries.

10. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the Plan or in any award of Restricted Shares or Restricted Stock Units pursuant to the Plan shall confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Holder at any time, with or without cause, notwithstanding the possibility that one or more awards of Restricted Shares or Restricted Stock Units may thereby be forfeited entirely.

11. CHANGES IN STOCK. In the event of any stock split, dividend, distribution, combination, reclassification or recapitalization that changes the character or amount of the Common Stock prior to the Vesting Date with respect to any award of Restricted Shares or Restricted Stock Units, the Board shall make such adjustments in the character and number of shares subject to such award, as shall be equitable and appropriate in order to make such award, immediately after any such change, as nearly as may be practicable, equivalent to such award, immediately prior to any such change. If any merger, consolidation or similar transaction affects the Common Stock subject to any unvested award of Restricted Shares or Restricted Stock Units, the Board or any surviving or acquiring corporation shall take such action as is equitable and appropriate to substitute a new award for such award or to assume such award in order to make such new or assumed award, as nearly as may be practicable, equivalent to the old award. If any such change or transaction shall occur, the number and kind of shares for which awards may thereafter be granted under the Plan shall be adjusted to give effect thereto.

12. NONALIENATION OF BENEFITS. Except as specifically provided in Section 21, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit.

13. AGREEMENTS. Each award of Restricted Shares or Restricted Stock Units hereunder shall be evidenced by an agreement in such form and containing such terms and

provisions not inconsistent with the provisions of the Plan as the Board from time to time shall approve. Such agreement shall be entered into between the Company and the Holder at the time of any award of Restricted Shares or Restricted Stock Units hereunder. Such agreement may contain (but shall not be required to contain) such provisions as the Board deems appropriate to ensure that the penalty provisions of Section 4999 of the Code will not apply to any stock or cash received by the Holder from the Company or any of its Subsidiaries.

14. TERMINATION AND AMENDMENT OF PLAN. The Plan shall have a term of 10 years from the date stockholder approval regarding the Plan was obtained and, therefore, the Plan shall terminate on May 19, 2009, and no further Restricted Shares or Restricted Stock Units may be granted pursuant to the Plan after that date. The Board may terminate the Plan prior to such termination date or amend the Plan at any time in such respects as it shall deem advisable; provided, however, that any such amendment shall comply with all applicable laws and regulations and stock exchange listing requirements. No termination or amendment of the Plan may, without the consent of the Holder to whom any award of Restricted Shares or Restricted Stock Units shall theretofore have been granted, adversely affect the rights of such Holder with respect to such award. With the consent of the Holder and subject to the terms and conditions of the Plan, the Board may amend outstanding Restricted Shares Agreements or Restricted Stock Units Agreements with any Holder, including, without limitation, any amendment which would accelerate the Vesting Date with respect to any award. Without limiting the generality of the foregoing, the Board may, but solely with the Holder's consent, agree to cancel any award of Restricted Shares or Restricted Stock Units under the Plan and issue a new award in substitution therefor, provided that the award so substituted shall satisfy all of the requirements of the Plan as of the date such new award is made.

15. GOVERNMENT AND OTHER REGULATIONS. Notwithstanding any other provisions of the Plan, the obligations of the Company with respect to awards of Restricted Shares and Restricted Stock Units shall be subject to all applicable laws, rules and regulations, and such approvals by any governmental agencies as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Stock pursuant to any award under the Plan until such time as
(a) any legal requirements or regulations shall have been met relating to the issuance of such shares of Common Stock or to their registration, qualification or exemption from registration or qualification under the Securities Act of 1933 or any applicable state securities laws; and (b) satisfactory assurances shall have been received that such shares of Common Stock when issued will be duly listed on any securities exchange on which the Common Stock may be listed.

16. NONEXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the awarding of stock and cash awards otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

17. WITHHOLDING TAXES. The Company's obligation to deliver stock to the Holder upon the vesting of Restricted Shares or Restricted Stock Units shall be subject to applicable federal, state and local tax withholding requirements. Federal, state and local withholding taxes paid by a Holder upon the vesting of Restricted Shares or Restricted Stock Units may be paid in shares of Common Stock upon such terms and conditions as the Board shall determine; provided, however, that the Board in its sole discretion may disapprove such payment and require that such taxes be paid in cash.

18. EXCLUSION FROM PENSION AND OTHER BENEFIT PLANS. By acceptance of an award under the Plan, each Holder shall be deemed to have agreed that the award of Restricted Shares or Restricted Stock Units is special incentive compensation and that it will not be taken into account as "salary" or "compensation" or "bonus" in determining the amount of any payment under any pension, retirement or other employee benefit plan of the Company or any Subsidiary. In addition, each beneficiary of a deceased Holder shall be deemed to have agreed that such award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the Holder which is payable to such beneficiary under any life insurance plan covering employees of the Company.

19. GOVERNING LAW. The Plan shall be governed by, and construed in accordance with, the laws of the State of New York.

20. EFFECTIVE DATE OF THE PLAN. The Plan became effective on May 20, 1999, the date of its approval by the stockholders of the Company entitled to vote thereon. Prior to such approval, the Board may, in its discretion, award or authorize the awarding of Restricted Shares under the Plan which shall be expressly subject to the condition that the Plan shall have been so approved. Unless the Plan shall be so approved, the Plan and all Restricted Shares theretofore awarded hereunder shall be and become null and void.

21. BENEFICIARIES. The Holder's beneficiary in the event of his or her death shall be his or her estate.

EXHIBIT 10.9

Time Warner Inc. 1999 Restricted Stock and Restricted Stock Unit Plan

Restricted Shares Agreement

TIME WARNER INC. (the "Company") and the undersigned Holder, pursuant to the Company's 1999 Restricted Stock and Restricted Stock Unit Plan, as amended through January 21, 2005 and from time to time thereafter (the "Plan"), hereby irrevocably awards (the "Award") the following restricted shares (the "Restricted Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), and has paid therefor to the Company consideration of $.01 per share, receipt of which is hereby acknowledged, and the Company hereby irrevocably awards (the "Award") the following Restricted Shares, subject in all cases to the General Terms and Conditions set forth on Annex A, Version 3 to the Restricted Shares Agreement ("Annex A3") attached hereto and incorporated herein by reference.

1. Name: ID:

2. Grant Information for this Award:

Restricted Stock Grant Number:

Date of Award:

Purchase Price per Restricted Share:

Total Number of Restricted Shares Granted:

3. The vesting dates shall be:

Shares Vesting Date

subject to earlier forfeiture in certain circumstances, including termination of employment, and accelerated vesting, as provided in Annex A3 and the Plan.

4. Restriction Period.

The Restriction Period for each portion of the Award hereunder shall be the period commencing on the Date of Award and ending at the close of business on the Vesting Date listed for that portion of the Award.

5. I acknowledge that I have read and will comply with Time Warner's Securities Trading Policy (accessible on the HR Website), which I understand may be updated from time to time.

6. I acknowledge and agree that:

a) An election under Section 83(b) of the Internal Revenue Code must be submitted by you to the Internal Revenue Service within thirty (30) days after the Date of Award and that, if I desire to make such an election, I also must provide a copy of the completed Section 83(b) form and a check for the amount of taxes due to the Stock Plans Administration Group not later than the thirtieth
(30th) day following the Date of Award.
b) If I do not make a valid Section 83(b) election, I will owe taxes at each Vesting Date on the portion of the Award for which the Restriction Period has ended and that I must elect the method of payment of taxes in advance of the Vesting Date in accordance with the procedures established by the Stock Plans Administration Group, and that such procedures may change and be updated overtime.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Home Address:                                        Business Address:
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EXHIBIT 10.10

Annex A, Version 3
to the Restricted Shares Agreement
For Awards starting in February 2005

Restricted Shares Agreement

General Terms and Conditions

The Award is subject to the following terms and conditions:

1. Certain Definitions. For the purposes of the Restricted Shares Agreement of which this Annex A is a part (the "Agreement"), the term "Holder" shall mean the employee or prospective employee of the Company and its Subsidiaries identified in the Agreement. Capitalized terms used but not defined in this Agreement shall have the same meaning given to such terms in the Plan. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

2. Restricted Shares. The Restricted Shares will be represented by a Common Stock certificate, or other evidence of ownership (a "stock certificate"), registered in the name of the Holder and will constitute issued and outstanding shares for all corporate purposes. Each stock certificate will be issued bearing a restrictive legend in substantially the form as follows:

"The shares represented by this certificate are subject to the restrictions, terms and conditions (including forfeiture and restrictions against transfer) contained in the Plan and the Agreement) between the registered holder hereof and Time Warner Inc. Copies of the Plan and Agreement are on file in the Office of the General Counsel of Time Warner Inc."

3. Restriction Period; Rights of Holder; Custody of Stock Certificates and Retained Distributions. During the Restriction Period with respect to each portion of the Award, the Holder will generally exercise all the rights, powers, and privileges of a holder of Common Stock, including the right to vote the Restricted Shares registered in his or her name and to receive all regular cash dividends and such other distributions as the Board of Directors of the Company (the "Board") or any Committee (the "Committee") to which the Board or any Committee of the Board has delegated such authority may in its sole discretion designate that are paid or distributed on such Restricted Shares.

However, until the end of the Restriction Period with respect to each portion of the Award, the Holder:

a) will not be entitled to take possession of the stock certificate(s) representing the Restricted Shares covered by that portion of the Award;

b) may not sell, transfer, encumber or otherwise dispose of the Restricted Shares covered by that portion of the Award; and

c) will not receive distributions made or declared with respect to the Restricted Shares covered by that portion of the Award which the Board or the Committee shall in its sole discretion designate as retained distributions ("Retained Distributions"). Retained Distributions will not bear interest or be segregated in a separate account and will be subject to the same restrictions as the Restricted Shares to which they relate.

4. Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement, on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by that portion of the Award shall become unconditionally vested. Except as otherwise provided in paragraphs 6 and 7, the vesting of such Restricted Shares and any Retained Distributions relating thereto shall occur only if the Holder is an employee of the Company or any of its Subsidiaries on the Vesting Date and has continuously been so employed since the Date of Award.

Subject to paragraph 9 hereof, when any Restricted Shares and any Retained Distributions vest, the Company will promptly issue and deliver to the Holder new Common Stock certificates or other evidence of ownership of the vested securities, registered in the name of the Holder or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 2 of this Agreement.

5. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Holder for the sole purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company as attorney-in-fact for the Holder may in the name and stead of the Holder, make and execute all conveyances, assignments and transfers (including to the Company) of the Restricted Shares and Retained Distributions relating thereto held by the Company during the Restriction Period and the Holder hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue hereof, provided that the foregoing shall be solely for the purpose of carrying out the provisions of this Agreement. Nevertheless, the Holder shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the reasonable judgment of the Company, be advisable for the purpose.

6. Termination of Employment.

(a) If the Holder's employment with the Company or any of its Subsidiaries is (i) terminated by the Holder for any reason other than those described in clauses (b) and (c) below or (ii) terminated for cause (as defined below) by the Company

or any of its Subsidiaries prior to the Vesting Date with respect to any portion of the Award, then the Restricted Shares covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination.

(b) If the Holder's employment terminates as a result of his or her (i) death or (ii) "permanent and total disability" (as defined below), then the Restricted Shares for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall fully vest on the date of any such termination.

(c) If the Holder's employment is terminated (i) by the Company or any of its Subsidiaries for any reason other than for cause, or (ii) by the Holder as a result of a breach by the Company or any of its Subsidiaries of an employment agreement between the Holder and the Company or any Subsidiary, then a pro rata portion of the Restricted Shares that would vest on the next Vesting Date, and any Retained Distributions relating thereto, shall become vested determined as follows:

(x) the number of Restricted Shares covered by the portion of the Award that would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Award if there has not yet occurred a Vesting Date) preceding the date of such termination of employment through the date of such termination, and the denominator of which shall be the number of days from the last Vesting Date (or the Date of Award if there has not yet occurred a Vesting Date) through the next succeeding Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.

The Restricted Shares and any Retained Distributions related thereto that have not vested shall be completely forfeited on the date of any such termination.

For purposes of this paragraph 6,

(1) "termination for cause" shall be determined in accordance with the provisions of Section 9.2 of the Plan;

(2) "permanent and total disability" shall have the meaning as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or such other meaning as the Committee in its discretion, may adopt from time to time, provided that any such meaning is more favorable to the Holder;

(3) a temporary leave of absence shall not constitute a termination of employment or a failure to be continuously employed by the Company or any Subsidiary regardless of the Holder's payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Subsidiary; subject to the other terms and conditions of the Agreement and the Plan. Notice of any such approved leave of absence should be sent to the Company at the address set forth in paragraph 14 of this Agreement, but such notice shall not be required for the leave of absence to be considered approved.

(4) In the event the Holder's employment with the Company or any of its Subsidiaries is terminated, the Holder shall have no claim against the Company with respect to the Restricted Shares and related Retained Distributions, if any, other than as set forth in this paragraph 6, the provisions of this paragraph 6 being the sole remedy of the Holder with respect thereto.

7. Acceleration of Vesting Date. Notwithstanding the provisions of Section 8 of the Plan, the Award will not vest upon the occurrence of any "Approved Transaction", "Board Change" or "Control Purchase" as such terms are defined in Section 2 of the Plan. However, in the event a Change in Control (as defined below in this paragraph 7) has occurred, the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Holder's employment with the Company or any of its Subsidiaries has not been terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Holder's employment by the Company or any of its Subsidiaries under the circumstances described in paragraph 6(c) hereof. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be the Vesting Date.

For the purposes hereof "Change in Control" shall mean the happening of any of the following events:

a) the acquisition by any individual, entity or group (an "Entity"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition by virtue of the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was itself acquired directly from the Company), (B) any

acquisition by the Company, or (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company;

b) A change in the composition of the Board since January 12, 2001, such that the individuals who, as of such date, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to January 12, 2001 whose election or nomination for election by the stockholders of the Company, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall not be deemed a member of the Incumbent Board;

c) A reorganization, recapitalization, merger or consolidation (a "Corporate Transaction") of the Company, unless securities representing 60% or more of either the outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the beneficial holders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction; or

d) The sale, transfer or other disposition of all or substantially all of the assets of the Company.

8. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Holder hereunder as a result of the acceleration of vesting of the Restricted Shares pursuant to Section 8 of the Plan or paragraph 7 of this Agreement, either alone or together with all other Payments received or to be received by the Holder from the Company or any of its Subsidiaries (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the following provisions shall apply:

a) If the net amount that would be retained by the Holder after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by the Holder after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate

Payments being subject to such excise tax, the Holder shall be entitled to receive the Aggregate Payments.

b) If, however, the net amount that would be retained by the Holder after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which the Holder is entitled shall be reduced to such largest amount.

The term "Payment" shall mean any transfer of property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and the timing and method of any such required reduction in Payments under this Agreement or in any such other Payments otherwise payable by the Company or any of its Subsidiaries consistent with any such required reduction, shall be made by the Holder, including whether any portion of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Holder would otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the Payment due under this Agreement or any portion thereof or under any such other Payments or portions thereof, and all such determinations shall be conclusive and binding on the Company and its Subsidiaries. To the extent that Payments hereunder or any such other Payments are not paid as a consequence of the limitation contained in this paragraph 8, then the Restricted Shares and Retained Distributions related thereto (to the extent not so accelerated) and such other Payments (to the extent not vested) shall be deemed to remain outstanding and shall be subject to the provisions hereof and of the Plan as if no acceleration or vesting had occurred. Under such circumstances, if the Holder terminates employment as a result of a breach by the Company or any of its Subsidiaries of an employment agreement between the Holder and the Company or any such Subsidiary or is terminated by the Company or any of its Subsidiaries without cause, the Restricted Shares and Retained Distributions related thereto (to the extent that they have not already become vested) shall become immediately vested in their entirety upon such termination subject to the provisions relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Holder, all legal fees, court costs, fees of experts and other costs and expenses which the Holder incurred in any actual, threatened or contemplated contest of the Holder's interpretation of, or determination under, the provisions of this paragraph 8.

9. Withholding Taxes. The Holder agrees that, subject to paragraph 10 hereof,

a) Obligation to Pay Withholding Taxes. Upon the vesting of any portion of the Award of Restricted Shares and the Retained Distributions relating thereto, the Holder will be required to pay to the Company any applicable Federal, state, local or foreign withholding tax due as a result of such vesting. The Company's

obligation to deliver the Restricted Shares or Retained Distributions shall be subject to such payment. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder any Federal, state, local or foreign withholding taxes due with respect to such vesting.

b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Holder to pay the required withholding tax in cash and subject to paragraph 10 hereof, the Holder shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon vesting or which are otherwise owned by the Holder. Unless the Company shall permit another valuation method to be elected by the Holder, shares of Common Stock used to pay any required withholding taxes shall be valued at the mean between the high and low sales price of a share of Common Stock as reported on the New York Stock Exchange Composite Tape on the date the withholding tax becomes due (hereinafter called the "Tax Date").

c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and will be irrevocable once made. Any such election must be made in conformity with conditions established by the Committee from time to time.

10. Section 83(b) Election. If the Holder properly elects (which, apart from any other notice required by law, shall require that the Holder notify the Company of such election at the time it is made) within 30 days after the Date of Award or, in certain circumstances, within 30 days after the date any condition precedent to the Award is satisfied, to include in gross income for Federal income tax purposes an amount equal to the fair market value of such Restricted Shares on the Date of Award, the holder shall promptly pay to the Company any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. If the Holder fails to make such payment, the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. Holders may use shares of Common Stock otherwise owned by them to pay such withholding taxes provided such Holders comply with the provisions of paragraph 9 hereof.

11. Changes in Capitalization and Government and Other Regulations. This Agreement shall be subject to all of the terms and provisions as provided in this Annex A and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 11 of the Plan (generally relating to adjustments to the number of shares of Common Stock subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions); and
Section 15 of the Plan (generally relating to the requirements of securities and other laws).

12. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of the Restricted Shares or any Retained Distributions relating thereto, except as waived by the Board or the Committee, will cause a forfeiture of such Restricted Shares and any Retained Distributions relating thereto.

13. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries and the Company and any such Subsidiary shall have the right to terminate the employment of the Holder at any such time, with or without cause, notwithstanding the fact that some or all of the Restricted Shares and Retained Distributions covered by this Agreement may be forfeited as a result of such termination.

14. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center, 16th Floor, New York, NY 10019, attention Director-Global Stock Plans Administration; and to the Holder at his or her address, as it is shown on the records of the Company or its Subsidiary, or in either case to such other address as the Company or the Holder, as the case may be, by notice to the other may designate in writing from time to time.

15. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Holder under this Agreement without his or her consent.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Holder and his or her legatees, distributees and personal representatives.

17. Copy of the Plan. By entering into the Agreement, the Holder agrees and acknowledges that he or she has received and read a copy of the Plan.

18. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.

19. Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any suit, action, or other proceeding arising out of or based upon this Agreement.

20. Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement. Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such suit, action or proceeding in the above-referenced courts is brought in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which notices are to be given pursuant to paragraph 14 hereof.

21. Consent of Spouse. If the Holder is married as of the date of this Agreement, the Holder's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Holder marries or remarries subsequent to the date hereof, the Holder shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A.

Exhibit A

CONSENT OF SPOUSE

I, _______________, spouse of __________________, acknowledge that I have read the RESTRICTED SHARES AGREEMENT dated as of ___________________ (the "Agreement") to which this Consent is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall have the meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture in favor of Time Warner Inc. (the "Company") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation.

I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement.

I agree to the forfeiture provisions described in the Agreement and I hereby consent to the forfeiture of the Restricted Shares to the Company in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation.

I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

Dated as of the ___ day of __________, ______.

EXHIBIT 10.11

General RSU Agreement, Version 1
For Use from January 2005

Restricted Stock Units Agreement

General Terms and Conditions

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock units (the "RSUs") provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

a) "Cause" means, "Cause" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Cause" means (i) Participant's continued failure substantially to perform such Participant's duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten (10) days following written notice by the Company or any of its Affiliates to the Participant of such failure, (ii) dishonesty in the performance of the Participant's duties, (iii) Participant's conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) Participant's insubordination, willful malfeasance or willful misconduct in connection with Participant's duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates, or (v) Participant's breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company.

b) "Disability" means, "Disability" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the Company's long-term disability plan or policy, as in effect from time to time.

c) "Good Reason" means "Good Reason" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Good Reason" means (i) the failure of the Company to pay or cause to be paid the Participant's base salary or annual bonus when due or (ii) any substantial and sustained diminution in the

Participant's authority or responsibilities materially inconsistent with the Participant's position; provided that either of the events described in clauses (i) and (ii) will constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date.

d) "Participant" means an individual to whom RSUs have been awarded pursuant to the Plan and shall have the same meaning as may be assigned to the terms "Holder" or "Participant" in the Plan.

e) "Plan" means the equity plan maintained by the Company that is specified in the Notice of Grant of Restricted Stock Units, which has been provided to the Participant separately and which accompanies and forms a part of this Agreement, as such plan may be amended, supplemented or modified from time to time.

f) "Retirement" means a voluntary termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more years of service as an employee or a director with the Company or any Affiliate or (ii) pursuant to a retirement plan or early retirement program of the Company or any Affiliate.

g) "Shares" means shares of Common Stock of the Company.

h) "Vesting Date" means each vesting date set forth in the Notice.

2. Grant of Restricted Stock Units. The Company hereby grants to the Participant (the "Award"), on the terms and conditions hereinafter set forth, the number of RSUs set forth on the Notice of Grant of Restricted Stock Units (the "Notice"). Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. RSUs do not constitute issued and outstanding shares of Common Stock for any corporate purposes and do not confer on the Participant any right to vote on matters that are submitted to a vote of holders of Shares.

3. Dividend Equivalents and Retained Distributions. If on any date while RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall be paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share (the "Dividend Equivalents") at the time that such dividends are paid to holders of Shares. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions unless the Board has in its sole discretion determined that an amount equivalent to such dividend or distribution shall be

paid currently to the Participant (the "Retained Distributions"); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of RSUs equal to the product of (I) the aggregate number of RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the RSUs to which they relate. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

4. Vesting and Delivery of Vested Securities.

a) Subject to the terms and provisions of the Plan and this Agreement, after each Vesting Date with respect to the Award, the Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Distributions, if any, covered by that portion of the Award. Except as otherwise provided in paragraphs 6 and 7, the vesting of such RSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).

b) RSUs Extinguished. Upon each issuance or transfer of Shares in accordance with this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and such number of RSUs will not be considered to be held by the Participant for any purpose.

c) Final Issuance. Upon the final issuance or transfer of Shares and Retained Distributions, if any, to the Participant pursuant to this Agreement, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.

d) Section 409A. Notwithstanding anything else contained in this Agreement, no Shares shall be issued or transferred to a Participant before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Code.

5. Termination of Employment.

(a) If the Participant's Employment with the Company and its Affiliates is
(i) terminated by the Participant for any reason other than those described in clauses (b) and (c) below prior to the Vesting Date with respect to any portion of the Award, then the RSUs covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of

any such termination, unless otherwise provided in an employment agreement between the Participant and the Company or an Affiliate.

(b) If the Participant's Employment terminates (i) as a result of his or her death or Disability or (ii) as a result of his or her Retirement or is terminated by the Company and its Affiliates for any reason other than for Cause on a date when the Participant satisifies the requirements for Retirement, then the RSUs for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall, to the extent the RSUs were not extinguished prior to such termination of Employment, fully vest on the date of any such termination and Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such termination of Employment.

(c) If the Participant's Employment is terminated by the Company and its Affiliates for any reason other than for Cause (unless such termination is due to death or Disability), then a pro rata portion of the RSUs that would vest on the next Vesting Date, and any Retained Distributions relating thereto, shall, to the extent the RSUs were not extinguished prior to such termination of Employment, become vested, and Shares subject to such RSUs shall be issued or transferred to the Participant as soon as practicable following such termination of Employment, determined as follows:

(x) the number of RSUs covered by the portion of the Award that would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) preceding the date of such termination of Employment through the date of such termination, and the denominator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) through the next succeeding Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.

The RSUs and any Retained Distributions related thereto that have not vested shall be completely forfeited on the date of any such termination.

For purposes of this paragraph 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant's payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate. Notice of any such approved leave of absence should be sent to the Company at One Time Warner Center, New York, New York 10019, attention: Director, Global Stock Plans

Administration, but such notice shall not be required for the leave of absence to be considered approved.

In the event the Participant's Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the RSUs and related Retained Distributions, if any, other than as set forth in this paragraph 5, the provisions of this paragraph 5 being the sole remedy of the Participant with respect thereto.

6. Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant's Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such Vesting Date, along with the Retained Distributions related thereto. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

7. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Participant hereunder as a result of the acceleration of vesting of the RSUs pursuant to paragraph 6 of this Agreement, either alone or together with all other Payments received or to be received by the Participant from the Company or any of its Affiliates (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the following provisions shall apply:

a) If the net amount that would be retained by the Participant after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by the Participant after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Participant shall be entitled to receive the Aggregate Payments.

b) If, however, the net amount that would be retained by the Participant after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which the Participant is entitled shall be reduced to such largest amount.

The term "Payment" shall mean any transfer of property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and the timing and method of any such required reduction in Payments under this Agreement or in any such other Payments otherwise payable by the Company or any of its Affiliates consistent with any such required reduction, shall be made by the Participant, including whether any portion of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Participant would otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the Payment due under this Agreement or any portion thereof or under any such other Payments or portions thereof, and all such determinations shall be conclusive and binding on the Company and its Affiliates. To the extent that Payments hereunder or any such other Payments are not paid as a consequence of the limitation contained in this paragraph 7, then the RSUs and Retained Distributions related thereto (to the extent not so accelerated) and such other Payments (to the extent not vested) shall be deemed to remain outstanding and shall be subject to the provisions hereof and of the Plan as if no acceleration or vesting had occurred. Under such circumstances, if the Participant terminates Employment for Good Reason or is terminated by the Company or any of its Affiliates without Cause, the RSUs and Retained Distributions related thereto (to the extent that they have not already become vested) shall become immediately vested in their entirety upon such termination and Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such termination of Employment, subject to the provisions relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Participant, all legal fees, court costs, fees of experts and other costs and expenses which the Participant incurred in any actual, threatened or contemplated contest of the Participant's interpretation of, or determination under, the provisions of this paragraph 7.

8. Withholding Taxes. The Participant agrees that,

a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any applicable Federal, state, local or foreign withholding tax due as a result of such payment or vesting. The Company's obligation to deliver the Shares subject to the RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from the Dividend Equivalent, Shares issued in connection with the vesting or Retained Distribution, as applicable, or any payment of any kind otherwise due to the Participant any Federal, state, local or foreign withholding taxes due with respect to such vesting or payment.

b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Participant to pay the required withholding tax

in cash, the Participant shall have the right to elect to pay the required withholding tax associated with a vesting with Shares to be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the average of the high and low sales price of a Share on the New York Stock Exchange on the date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant who is required to pay the required withholding tax in cash fails to do so within the time period established by the Company, then the Participant shall be deemed to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with conditions established by the Committee from time to time.

c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and will be irrevocable once made.

9. Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in this Agreement and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 10 of the Plan (generally relating to adjustments to the number of Shares subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions).

10. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of the RSUs or any Dividend Equivalents and Retained Distributions relating thereto, except as waived by the Board or the Committee, will cause a forfeiture of such RSUs and any Dividend Equivalents or Retained Distributions relating thereto.

11. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Participant any right to continue in the employ of the Company or any of its Affiliates and the Company and any such Affiliate shall have the right to terminate the Employment of the Participant at any such time, with or without cause, notwithstanding the fact that some or all of the RSUs and related Retained Distributions covered by this Agreement may be forfeited as a result of such termination. The granting of the RSUs under this Agreement shall not confer on the Participant any right to any future Awards under the Plan.

12. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center, New York, NY 10019, attention Director, Global Stock Plans Administration, and to the Participant at his or her address, as it is shown on the records of the Company or its Affiliate, or in either case to such other address as the Company or the Participant, as the case may be, by notice to the other may designate in writing from time to time.

13. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Participant under this Agreement without his or her consent.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Participant and his or her legatees, distributees and personal representatives.

15. Copy of the Plan. By entering into the Agreement, the Participant agrees and acknowledges that he or she has received and read a copy of the Plan.

16. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.

17. Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any suit, action, or other proceeding arising out of or based upon this Agreement.

18. Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement. Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such suit, action or proceeding in the above-referenced courts is brought in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which notices are to be given pursuant to paragraph 12 hereof.

19. Personal Data. The Company, the Participant's local employer and the local employer's parent company or companies may hold, collect, use, process and transfer, in electronic or other form, certain personal information about the Participant for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. Participant understands that the following personal information is required for the above named purposes: his/her name, home address and telephone number, office

address (including department and employing entity) and telephone number, e-mail address, date of birth, citizenship, country of residence at the time of grant, work location country, system employee ID, employee local ID, employment status (including international status code), supervisor (if applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination date and reason, tax payer's identification number, tax equalization code, US Green Card holder status, contract type (single/dual/multi), any shares of stock or directorships held in the Company, details of all grants of RSUs (including number of grants, grant dates, vesting type, vesting dates, and any other information regarding RSUs that have been granted, canceled, vested, or forfeited) with respect to the Participant, estimated tax withholding rate, brokerage account number (if applicable), and brokerage fees (the "Data"). Participant understands that Data may be collected from the Participant directly or, on Company's request, from Participant's local employer. Participant understands that Data may be transferred to third parties assisting the Company in the implementation, administration and management of the Plan, including the brokers approved by the Company, the broker selected by the Participant from among such Company-approved brokers (if applicable), tax consultants and the Company's software providers (the "Data Recipients"). Participant understands that some of these Data Recipients may be located outside the Participant's country of residence, and that the Data Recipient's country may have different data privacy laws and protections than the Participant's country of residence. Participant understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant's behalf by a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan. Participant understands that Data will be held only as long as necessary to implement, administer and manage the Participant's participation in the Plan. Participant understands that Data may also be made available to public authorities as required by law, e.g., to the U.S. government. Participant understands that the Participant may, at any time, review Data and may provide updated Data or corrections to the Data by written notice to the Company. Except to the extent the collection, use, processing or transfer of Data is required by law, Participant may object to the collection, use, processing or transfer of Data by contacting the Company in writing. Participant understands that such objection may affect his/her ability to participate in the Plan. Participant understands that he/she may contact the Company's Stock Plan Administration to obtain more information on the consequences of such objection.

EXHIBIT 10.12

NOTICE OF GRANT OF STOCK OPTION

Time Warner Inc.
ID: 13-4099534
One Time Warner Center
New York, NY 10019-8016

I, ___________________, am the Participant. ID: _________________

Participant has been granted options to buy Time Warner Common Stock (the "Stock Options") as follows:

Non-Qualified Stock Option Grant Number:                         _______________
Date of Grant:                                                   _______________
Purchase Price per Share:                                        _______________
Total Number of Shares Granted:                                  _______________

Time Warner and I agree that these options are granted under and governed by the terms and conditions of the <<Plan Name>> (the "Plan") and <<Agreement version>> (the "Agreement"), all of which are incorporated by reference into, and made a part of, this document, and which I can access and review through the HR Website at http://infocenter.twi.com/en/employees_first/stock_options/plans_and_ agreements/index.html. I am also advised to refer to the Prospectus that contains a Summary Plan Description of the plan (the "Plan Summary"), which also may be accessed through the HR Website.

I hereby consent to receive the Plan, the Agreement and the Plan Summary electronically via the HR Website, and I agree that I have had an opportunity to review these records.

I understand that my Stock Options shall become vested and exercisable only in accordance with the following vesting schedule, subject to the Plan and Agreement terms:

Number of Shares Vesting Date Expiration Date

I understand that the vesting of my Stock Options will cease in certain circumstances, including but not limited to, termination of employment, as provided in the Plan and Agreement.

I understand there is a limited time period to exercise my vested and exercisable options following a termination of employment, and that if vested and exercisable Stock Options

are not exercised within the prescribed time period in the Agreement, they will be canceled and cannot ever be exercises, as provided in the Plan and Agreement.

I understand that my unvested Stock Options will be canceled upon a termination of employment and cannot ever be exercised, as provided in the Plan and Agreement.

I understand that, in order to manage and administer my stock options, TW and its affiliates will process, use and transfer certain personal information about me, as detailed and described in Section 22 of the Agreement, which is incorporated by reference into and made part of this notice.

I further agree that I have read and will comply with TW's Securities Trading Policy (also accessible on the HR Web site), which I understand may be updated from time to time.

I understand that I may be entitled now and from time to time to receive certain other documents, including TW's annual report to stockholders and proxy statements (which become available each year approximately three months after TW's fiscal year end), and I hereby consent to receive such documents electronically on the Web or as TW directs.

By signing below, I am indicating agreement with each provision of this Notice and the Agreement, which is part of this Notice. This Notice supersedes any other notices with the same grant number.

----------------------                                  ------------------------
Time Warner Inc.                                        Date


READ AND AGREED


----------------------                                  ------------------------
[Name]                                                  Date

Please return the signed form to your local HR representative or Stock Plan Administration as this address: One Time Warner Center - Rm. 16-272 New York, NY 10019-8016

EXHIBIT 10.13

Share Retention Version 2
For Use from January 2005

TIME WARNER INC.

2003 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Option provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) "Cause" includes (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company.

(b) "Disability" means, "Disability" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the Company's long-term disability plan or policy, as in effect from time to time.

(c) "Expiration Date" means the date set forth on the Notice (as defined below).

(d) "Good Reason" means (i) a breach by the Company or any Affiliate of any employment or consulting agreement to which the Participant is a party and (ii) following a Change in Control, (x) the failure of the Company to pay or cause to be paid the Participant's base salary or annual bonus when due or (y) any substantial and sustained diminution in the Participant's authority or responsibilities materially inconsistent with the Participant's position; provided that either of the events described in clauses (x) and (y) will constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date.

(e) "Plan" means the Time Warner Inc. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.

(f) "Retirement" means a termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more years of service with the Company or any Affiliate or (ii) pursuant to a retirement plan or early retirement program of the Company or any Affiliate.

(g) "Vested Portion" means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.

2. Grant of Option. The Company hereby grants to the Participant the right and option (the "Option") to purchase, on the terms and conditions hereinafter set forth, the number of Shares set forth on the Notice of Grant of Stock Option (the "Notice"), subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option (the "Option Price") shall be as set forth on the Notice. The Option is intended to be a non-qualified stock option, and as such is not intended to be treated as an option that complies with
Section 422 of the Internal Revenue Code of 1986, as amended.

3. Vesting of the Option.

(a) In General. Subject to Sections 3(b) and 3(c), the Option shall vest and become exercisable at such times as are set forth in the Notice.

(b) Change in Control. Notwithstanding the foregoing, in the event of a Change in Control, the unvested portion of the Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable upon the earlier of (i) the first anniversary of the Change in Control or (ii) the termination of the Participant's Employment (A) by the Company other than for Cause (unless such termination is due to death or Disability) or (B) by the Participant for Good Reason.

(c) Termination of Employment. If the Participant's Employment with the Company and its Affiliates terminates for any reason (including, unless otherwise determined by the Committee, a Participant's change in status from an employee to a non-employee (other than director of the Company or any Affiliate)), the Option, to the extent not then vested, shall be immediately canceled by the Company without consideration; provided, however, that if the Participant's Employment terminates due to death, Disability or Retirement, the unvested portion of the Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a) of this Agreement. If the Participant is absent from work with the Company or with an Affiliate because of a temporary disability (any disability other than a Disability), or on an approved leave of absence for any purpose, the Participant shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated Employment, except to the extent that the Committee so determines.

4. Exercise of Option.

(a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, and the terms of any employment agreement entered into by the Participant and the Company or an Affiliate that provides for treatment of Options that is more favorable to the Participant than clauses (i) - (vii) of this Section 4(a), the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the Expiration Date. Notwithstanding the foregoing, if the Participant's Employment terminates prior to the Expiration Date, the Vested Portion of the Option shall remain exercisable for the period set forth below. If the last day on which the Option may be exercised, whether the Expiration Date or due to a termination of the Optionee's Employment prior to the Expiration Date, is a Saturday, Sunday or other day that is not a trading day on the New York Stock Exchange (the "NYSE") or, if the Company's Shares are not then listed on the NYSE, such other stock exchange or trading system that is the primary exchange on which the Company's Shares are then traded, then the last day on which the Option may be exercised shall be the preceding trading day on the NYSE or such other stock exchange or trading system.

(i) Death or Disability. If the Participant's Employment with the Company and its Affiliates terminates due to the Participant's death or Disability, the Participant (or his or her representative) may exercise the Vested Portion of the Option for a period ending on the earlier of (A) three (3) years following the date of such termination and (B) the Expiration Date;

(ii) Retirement. If the Participant's Employment with the Company and its Affiliates terminates due to the Participant's Retirement, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) five (5) years following the date of such termination and (B) the Expiration Date; provided, that if the Company or any Affiliate has given the Participant notice that the Participant's Employment is being terminated for Cause prior to the Participant's election to terminate due to the Participant's Retirement, then the provisions of Section 4(a)(v) shall control;

(iii) Unsatisfactory Performance; Voluntary Termination without Good Reason. If the Participant's Employment with the Company and its Affiliates is terminated by the Company or an Affiliate (other than after a Change in Control as set forth in Section 4(a)(vi)) for unsatisfactory performance, but not for Cause (as determined in its sole discretion by the Company or any Affiliate), or the Participant voluntarily terminates Employment at any time without Good Reason, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) three months following the date of such termination and (B) the Expiration Date; provided, that if the Company or any Affiliate has given the Participant notice that the Participant's Employment is being terminated for Cause prior to the Participant's election to voluntarily terminate Employment without Good Reason, then the provisions of Section 4(a)(v) shall control;

(iv) Termination other than for Cause. Subject to the provision of
Section 4(a)(vi), if the Participant's Employment with the Company and its Affiliates is terminated by the Company or an Affiliate for any reason other than by the Company or

its Affiliates for Cause, unsatisfactory performance or due to the Participant's death or Disability, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of such termination and (B) the Expiration Date;

(v) Termination by the Company for Cause. If the Participant's Employment with the Company and its Affiliates is terminated by the Company or an Affiliate for Cause, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one month following the date of such termination and (B) the Expiration Date; provided, however, that if the Participant is terminated by the Company or an Affiliate for Cause on account of one or more acts of fraud, embezzlement or misappropriation committed by the Participant, the Vested Portion of the Option shall immediately terminate in full and cease to be exercisable;

(vi) After a Change in Control. If the Participant's Employment with the Company and its Affiliates terminates after a Change in Control due to a termination by the Company other than for Cause or due to the Participant's resignation for Good Reason, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of such termination and (B) the Expiration Date; and

(vii) Transfers of Employment. If (i) the Company or any Affiliate transfers the Participant's Employment to a corporation, company or other entity that is not an Affiliate or (ii) the Affiliate with which the Participant has a service relationship ceases to be an Affiliate due to a sale or other disposition by the Company or an Affiliate, the Option, to the extent not then vested, shall be immediately canceled by the Company without consideration and the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of such transfer, sale or other disposition and (B) the Expiration Date.

(b) Method of Exercise.

(i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (C) partly in cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of

irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.

(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.

(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

(iv) In the event of the Participant's death, the Vested Portion of an Option shall remain vested and exercisable by the Participant's executor or administrator, or the person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

(v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the first anniversary of the date of termination of the Participant's Employment with the Company or its Affiliates.

5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the Employment of the Company or any Affiliate. Further, the Company or its Affiliate may at any time dismiss the Participant or discontinue any other relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

6. Legend on Certificates. The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company's Articles of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

7. Transferability. Unless otherwise determined by the Committee, an Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

8. Withholding. The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Option or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan and to take such action as may be necessary in the option of the Company to satisfy all obligations for the payment of such taxes.

9. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of an Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

10. Notices. Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the principal executive office of the Company, with a copy to the Director, Global Stock Plans Administration, at the principal executive office of the Company, and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11. Personal Data. The Company, the Participant's local employer and the local employer's parent company or companies may hold, collect, use, process and transfer, in electronic or other form, certain personal information about the Participant for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. Participant understands that the following personal information is required for the above named purposes: his/her name, home address and telephone number, office address (including department and employing entity) and telephone number, e-mail address, date of birth, citizenship, country of residence at the time of grant, work location country, system employee ID, employee local ID, employment status (including international status code), supervisor (if applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination date and reason, tax payer's identification number, tax equalization code, US Green Card holder

status, contract type (single/dual/multi), any shares of stock or directorships held in the Company, details of all stock option grants (including number of grants, grant dates, exercise price, vesting type, vesting dates, expiration dates, and any other information regarding options that have been granted, canceled, vested, unvested, exercisable, exercised or outstanding) with respect to the Participant, estimated tax withholding rate, brokerage account number (if applicable), and brokerage fees (the "Data"). Participant understands that Data may be collected from the Participant directly or, on Company's request, from Participant's local employer. Participant understands that Data may be transferred to third parties assisting the Company in the implementation, administration and management of the Plan, including the brokers approved by the Company, the broker selected by the Participant from among such Company-approved brokers (if applicable), tax consultants and the Company's software providers (the "Data Recipients"). Participant understands that some of these Data Recipients may be located outside the Participant's country of residence, and that the Data Recipient's country may have different data privacy laws and protections than the Participant's country of residence. Participant understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of common stock on the Participant's behalf by a broker or other third party with whom the Participant may elect to deposit any shares of common stock acquired pursuant to the Plan. Participant understands that Data will be held only as long as necessary to implement, administer and manage the Participant's participation in the Plan. Participant understands that Data may also be made available to public authorities as required by law, e.g., to the U.S. government. Participant understands that the Participant may, at any time, review Data and may provide updated Data or corrections to the Data by written notice to the Company. Except to the extent the collection, use, processing or transfer of Data is required by law, Participant may object to the collection, use, processing or transfer of Data by contacting the Company in writing. Participant understands that such objection may affect his/her ability to participate in the Plan. Participant understands that he/she may contact the Company's Stock Plan Administration to obtain more information on the consequences of such objection.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws, and any and all disputes between the Participant and the Company or any Affiliate relating to the Option shall be brought only in a state or federal court of competent jurisdiction sitting in Manhattan, New York, and the Participant and the Company and any Affiliate hereby irrevocably submit to the jurisdiction of any such court and irrevocably agree that venue for any such action shall be only in any such court.

13. Entire Agreement. This Agreement, together with the Notice and the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement or the Notice shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement or the Notice; provided, that this Agreement and the Notice shall be subject to and governed by the Plan, and in

the event of any inconsistency between the provisions of this Agreement or the Notice and the provisions of the Plan, the provisions of the Plan shall govern.

14. Modifications And Amendments. The terms and provisions of this Agreement and the Notice may be modified or amended as provided in the Plan.

15. Waivers And Consents. Except as provided in the Plan, the terms and provisions of this Agreement and the Notice may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement or the Notice, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

16. Reformation; Severability. If any provision of this Agreement or the Notice (including any provision of the Plan that is incorporated herein by reference) shall hereafter be held to be invalid, unenforceable or illegal, in whole or in part, in any jurisdiction under any circumstances for any reason,
(i) such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal while preserving the intent of the parties as expressed in, and the benefits of the parties provided by, this Agreement, the Notice and the Plan or (ii) if such provision cannot be so reformed, such provision shall be severed from this Agreement or the Notice and an equitable adjustment shall be made to this Agreement or the Notice (including, without limitation, addition of necessary further provisions) so as to give effect to the intent as so expressed and the benefits so provided. Such holding shall not affect or impair the validity, enforceability or legality of such provision in any other jurisdiction or under any other circumstances. Neither such holding nor such reformation or severance shall affect the legality, validity or enforceability of any other provision of this Agreement, the Notice or the Plan.

17. Entry into Force. By entering into this Agreement, the Participant agrees and acknowledges that (i) the Participant has received and read a copy of the Plan and (ii) the Option is granted pursuant to the Plan and is therefore subject to all of the terms of the Plan.

EXHIBIT 10.14

Time Warner Inc.
2003 Stock Incentive Plan

Notice of Grant of Restricted Stock

TIME WARNER INC. (the "Company"), pursuant to the Company's 2003 Stock Incentive Plan (the "Plan"), hereby grants (the "Award") to the undersigned Participant the following restricted Shares (the "Restricted Shares"), and the Participant has paid therefore to the Company consideration of $.01 per Share, receipt of which is hereby acknowledged, subject to the terms and conditions of this Notice, the 2003 SIP Restricted Stock Agreement, Version 2 (the "Restricted Stock Agreement") and the Plan. The Plan and the Restricted Stock Agreement, both of which are incorporated into and made a part of this Notice, can be accessed and printed through the HR Website (http://infocenter.aoltw.com).

1. Name: ID:

2. Grant Information for this Award:

Restricted Share Grant Number:

Date of Grant:

Purchase Price per Restricted Share:

Total Number of Restricted Shares Granted:

3. The vesting dates shall be:

Shares Vesting Date

subject to earlier forfeiture in certain circumstances, including termination of Employment, and accelerated vesting, as provided in the Restricted Stock Agreement and the Plan.

4. Restriction Period.

The Restriction Period for the Restricted Shares granted hereunder shall be the period commencing on the Date of Grant and ending at the close of business on the Vesting Date with respect to the portion of the Restricted Shares corresponding to such Vesting Date.

5. I acknowledge that I have read and will comply with the Company's Securities Trading Policy (accessible on the HR Website), which I understand may be updated from time to time.

6. I acknowledge and agree that:

a) An election under Section 83(b) of the Internal Revenue Code must be submitted by me to the Internal Revenue Service within thirty (30) days after the Date of Grant and that, if I desire to make such an election, I also must provide a copy of the completed Section 83(b) form and a check for the amount of taxes due to the Global Stock Plans Administration Group not later than the thirtieth (30th) day following the Date of Grant.

b) If I do not make a valid Section 83(b) election, I will owe withholding taxes at each Vesting Date on the portion of the Restricted Shares for which the Restriction Period has lapsed and that I must elect the method of payment of such withholding taxes in advance of the Vesting Date in accordance with the procedures established by the

Global Stock Plans Administration Group, and that such procedures may change and be updated over time.

IN WITNESS WHEREOF, the Company has caused this Notice to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Home Address:                                        Business Address:

----------------------------                         ---------------------------

----------------------------                         ---------------------------

EXHIBIT 10.15

2003 SIP Restricted Stock Agreement, Version 2
For Use from: January 2005

Restricted Stock Agreement

General Terms and Conditions

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Restricted Shares provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

a) "Cause" includes (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company.

b) "Disability" means, "Disability" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the Company's long-term disability plan or policy, as in effect from time to time.

c) "Good Reason" means (i) a breach by the Company or any Affiliate of any employment or consulting agreement to which the Participant is a party and (ii) following a Change in Control, (x) the failure of the Company to pay or cause to be paid the Participant's base salary or annual bonus when due or (y) any substantial and sustained diminution in the Participant's authority or responsibilities materially inconsistent with the Participant's position; provided that either of the events described in clauses (x) and (y) will constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date.

d) "Plan" means the Time Warner Inc. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.

e) "Restriction Period" means the period set forth in the Notice (as defined below).

f) "Vesting Date" means each vesting date set forth in the Notice.

2. Grant of Shares. The Company hereby grants to the Participant (the "Award"), on the terms and conditions hereinafter set forth, the number of Shares (the "Restricted Shares") set forth on the Notice of Grant of Restricted Stock (the "Notice").

3. Restricted Shares. The Restricted Shares will be represented by a Share certificate, or other evidence of ownership (a "stock certificate"), registered in the name of the Participant and will constitute issued and outstanding Shares for all corporate purposes. Each stock certificate will be issued bearing a restrictive legend in substantially the form as follows:

"The shares represented by this certificate are subject to the restrictions, terms and conditions (including forfeiture and restrictions against transfer) contained in the Plan and the Agreement) between the registered holder hereof and Time Warner Inc. Copies of the Plan and Agreement are on file in the Office of the General Counsel of Time Warner Inc."

4. Restriction Period; Rights of Participant; Custody of Stock Certificates and Retained Distributions. During the Restriction Period with respect to each portion of the Award, the Participant will generally exercise all the rights, powers, and privileges of a holder of a Share, including the right to vote the Restricted Shares registered in his or her name and to receive all regular cash dividends and such other distributions as the Board of Directors of the Company (the "Board") or any Committee (the "Committee") to which the Board or any Committee of the Board has delegated such authority may in its sole discretion designate that are paid or distributed on such Restricted Shares.

However, until the end of the Restriction Period with respect to each portion of the Award, the Participant:

a) will not be entitled to take possession of the stock certificate(s) representing the Restricted Shares covered by that portion of the Award;

b) may not sell, transfer, encumber or otherwise dispose of the Restricted Shares covered by that portion of the Award; and

c) will not receive distributions made or declared with respect to the Restricted Shares covered by that portion of the Award which the Board or the Committee shall in its sole discretion designate as retained distributions ("Retained Distributions"). Retained Distributions will not bear interest or be segregated in a separate account and will be subject to the same restrictions as the Restricted Shares to which they relate.

5. Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement, on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by the portion of the Award related to such Vesting Date shall become unconditionally vested. Except as otherwise provided in paragraphs 7 and 8, the vesting of such Restricted Shares and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).

Reasonably promptly following the Participant's satisfaction of all requirements under paragraph 10 hereof, after Restricted Shares and Retained Distributions vest, the Company will issue and deliver to the Participant new Share certificates or other evidence of ownership of the vested securities, registered in the name of the Participant or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 3 of this Agreement.

6. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Participant for the sole purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company as attorney-in-fact for the Participant may in the name and stead of the Participant, make and execute all conveyances, assignments and transfers (including to the Company) of the Restricted Shares and Retained Distributions relating thereto held by the Company during the Restriction Period and the Participant hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue hereof, provided that the foregoing shall be solely for the purpose of carrying out the provisions of this Agreement. Nevertheless, the Participant shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the reasonable judgment of the Company, be advisable for the purpose.

7. Termination of Employment.

(a) If the Participant's Employment with the Company and its Affiliates is
(i) terminated by the Participant for any reason other than those described in clauses (b) and (c) below prior to the Vesting Date with respect to any portion of the Award, then the Restricted Shares covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination, unless otherwise provided in an employment agreement between the Participant and the Company or an Affiliate.

(b) If the Participant's Employment terminates as a result of his or her
(i) death or (ii) Disability, then the Restricted Shares for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall fully vest on the date of any such termination.

(c) If the Participant's Employment is terminated by the Company and its Affiliates for any reason other than for Cause (unless such termination is due to death or Disability), then a pro rata portion of the Restricted Shares that would vest on the next Vesting Date, and any Retained Distributions relating thereto, shall become vested determined as follows:

(x) the number of Restricted Shares covered by the portion of the Award that would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) preceding the date of such termination of Employment through the date of such termination, and the denominator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) through the next succeeding Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.

The Restricted Shares and any Retained Distributions related thereto that have not vested shall be completely forfeited on the date of any such termination.

For purposes of this paragraph 7, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant's payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate, subject to the other terms and conditions of the Agreement and the Plan.

In the event the Participant's Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the Restricted Shares and related Retained Distributions, if any, other than as set forth in this paragraph 7, the provisions of this paragraph 7 being the sole remedy of the Participant with respect thereto.

8. Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 9, has occurred, the Award will vest in full upon the earlier of
(i) the expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant's Employment by the Company or any of its Affiliates (A) by the Company other than for Cause (unless such termination is due to death or Disability) or (B) by the Participant for Good Reason. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

9. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Participant hereunder as a result of the acceleration of vesting of the Restricted Shares pursuant to paragraph 8 of this Agreement, either alone or together with all other Payments received or to be received by the Participant from the Company or any of its Affiliates (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the following provisions shall apply:

a) If the net amount that would be retained by the Participant after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by the Participant after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Participant shall be entitled to receive the Aggregate Payments.

b) If, however, the net amount that would be retained by the Participant after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which the Participant is entitled shall be reduced to such largest amount.

The term "Payment" shall mean any transfer of property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and the timing and method of any such required reduction in Payments under this Agreement or in any such other Payments otherwise payable by the Company or any of its Affiliates consistent with any such required reduction, shall be made by the Participant, including whether any portion of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Participant would otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the Payment due under this Agreement or any portion thereof or under any such other Payments or portions thereof, and all such determinations shall be conclusive and binding on the Company and its Affiliates. To the extent that Payments hereunder or any such other Payments are not paid as a consequence of the limitation contained in this paragraph 9, then the Restricted Shares and Retained Distributions related thereto (to the extent not so accelerated) and such other Payments (to the extent not vested) shall be deemed to remain outstanding and shall be subject to the provisions hereof and of the Plan as if no acceleration or vesting had occurred. Under such circumstances, if the Participant terminates Employment for Good Reason or is terminated by the Company or any of its Affiliates without Cause, the Restricted Shares and Retained Distributions related thereto (to the extent that they have not already become vested) shall become immediately vested in their entirety upon such termination subject to the provisions relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Participant, all legal fees, court costs, fees of experts and other costs and expenses which the Participant incurred in any actual, threatened or contemplated contest of the Participant's interpretation of, or determination under, the provisions of this paragraph 9.

10. Withholding Taxes. The Participant agrees that, subject to paragraph 11 hereof,

a) Obligation to Pay Withholding Taxes. Upon the vesting of any portion of the Award of Restricted Shares and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any applicable Federal, state, local or foreign withholding tax due as a result of such vesting. The Company's obligation to deliver the Restricted Shares or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state, local or foreign withholding taxes due with respect to such vesting.

b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Participant to pay the required withholding tax in cash and subject to paragraph 11 hereof, the Participant shall have the right to elect to pay the required withholding tax with Shares to be received upon vesting or which are otherwise owned by the Participant. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the mean between the high and low sales price of a Share as reported on the New York Stock Exchange Tape on the date the withholding tax becomes due (hereinafter called the "Tax Date").

c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and will be irrevocable once made. Any such election must be made in conformity with conditions established by the Committee from time to time.

11. Section 83(b) Election. If the Participant properly elects (which, apart from any other notice required by law, shall require that the Participant notify the Company of such election at the time it is made) within 30 days after the Date of Grant or, in certain circumstances, within 30 days after the date any condition precedent to the Award is satisfied, to include in gross income for Federal income tax purposes an amount equal to the fair market value of such Restricted Shares on the Date of Grant, the holder shall promptly pay to the Company any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. If the Participant fails to make such payment, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state, local or foreign withholding taxes due with respect to such Restricted Shares. Participants may use Shares otherwise owned by them to pay such withholding taxes provided such

Participants comply with the provisions of paragraph 10 hereof, including paragraph 10(c).

12. Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in this Agreement and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 10 of the Plan (generally relating to adjustments to the number of Shares subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions).

13. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of the Restricted Shares or any Retained Distributions relating thereto, except as waived by the Board or the Committee, will cause a forfeiture of such Restricted Shares and any Retained Distributions relating thereto.

14. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Participant any right to continue in the employ of the Company or any of its Affiliates and the Company and any such Affiliate shall have the right to terminate the Employment of the Participant at any such time, with or without cause, notwithstanding the fact that some or all of the Restricted Shares and Retained Distributions covered by this Agreement may be forfeited as a result of such termination.

15. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center, 16th Floor, New York, NY 10019, attention Director-Global Stock Plans Administration; and to the Participant at his or her address, as it is shown on the records of the Company or its Affiliate, or in either case to such other address as the Company or the Participant, as the case may be, by notice to the other may designate in writing from time to time.

16. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Participant under this Agreement without his or her consent.

17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Participant and his or her legatees, distributees and personal representatives.

18. Copy of the Plan. By entering into the Agreement, the Participant agrees and acknowledges that he or she has received and read a copy of the Plan.

19. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.

20. Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any suit, action, or other proceeding arising out of or based upon this Agreement.

21. Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement. Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such suit, action or proceeding in the above-referenced courts is brought in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which notices are to be given pursuant to paragraph 15 hereof.

22. Personal Data. The Company, the Participant's local employer and the local employer's parent company or companies may hold, collect, use, process and transfer, in electronic or other form, certain personal information about the Participant for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. Participant understands that the following personal information is required for the above named purposes: his/her name, home address and telephone number, office address (including department and employing entity) and telephone number, e-mail address, date of birth, citizenship, country of residence at the time of grant, work location country, system employee ID, employee local ID, employment status (including international status code), supervisor (if applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination date and reason, tax payer's identification number, tax equalization code, US Green Card holder status, contract type (single/dual/multi), any shares of stock or directorships held in the Company, details of all awards of Restricted Shares (including number of grants, grant dates, price, vesting type, vesting dates, and any other information regarding Restricted Shares that have been granted, canceled, vested, or forfeited) with respect to the Participant, estimated tax withholding rate, brokerage account number (if applicable), and brokerage fees (the "Data"). Participant understands that Data may be collected from the Participant directly or, on Company's request, from Participant's local employer. Participant understands that Data may be transferred to third parties assisting the Company in the implementation, administration and management of the Plan, including the brokers approved by the Company, the broker selected by the Participant from among such

Company-approved brokers (if applicable), tax consultants and the Company's software providers (the "Data Recipients"). Participant understands that some of these Data Recipients may be located outside the Participant's country of residence, and that the Data Recipient's country may have different data privacy laws and protections than the Participant's country of residence. Participant understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of common stock on the Participant's behalf by a broker or other third party with whom the Participant may elect to deposit any shares of common stock acquired pursuant to the Plan. Participant understands that Data will be held only as long as necessary to implement, administer and manage the Participant's participation in the Plan. Participant understands that Data may also be made available to public authorities as required by law, e.g., to the U.S. government. Participant understands that the Participant may, at any time, review Data and may provide updated Data or corrections to the Data by written notice to the Company. Except to the extent the collection, use, processing or transfer of Data is required by law, Participant may object to the collection, use, processing or transfer of Data by contacting the Company in writing. Participant understands that such objection may affect his/her ability to participate in the Plan. Participant understands that he/she may contact the Company's Stock Plan Administration to obtain more information on the consequences of such objection.

23. Consent of Spouse. If the Participant is married as of the date of this Agreement, the Participant's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Participant marries or remarries subsequent to the date hereof, the Participant shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A.

Exhibit A

CONSENT OF SPOUSE

I, _______________, spouse of __________________, acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of ___________________ (the "Agreement") to which this Consent is attached as Exhibit A and that I know its contents. Capitalized terms used and not defined herein shall have the meaning assigned to such terms in the Agreement. I am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture in favor of Time Warner Inc. (the "Company") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation.

I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Restricted Shares shall be similarly bound by the Agreement.

I agree to the forfeiture provisions described in the Agreement and I hereby consent to the forfeiture of the Restricted Shares to the Company in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation.

I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

Dated as of the ___ day of __________, ______.

EXHIBIT 10.16

Time Warner Inc.
<<Plan Name>>

Notice of Grant of Restricted Stock Units

TIME WARNER INC. (the "Company"), pursuant to the Company's <<Plan Name>> (the "Plan"), hereby grants (the "Award") to the undersigned Participant the following restricted stock units (the "RSUs"), subject to the terms and conditions of this Notice, the <<Restricted Stock Unit Agreement>> and the Plan. Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. The Plan and the Restricted Stock Unit Agreement, both of which are incorporated into and made a part of this Notice, can be accessed and printed through the HR Website (http://infocenter.twi.com).

1. Name: ID:

2. Grant Information for this Award:

Restricted Stock Unit Grant Number:

Date of Grant:
Total Number of Restricted Stock Units Granted:

3. The vesting dates shall be:

Units Vesting Date

subject to earlier forfeiture in certain circumstances, including termination of Employment, and accelerated issuance or transfer, as provided in the Restricted Stock Unit Agreement and the Plan.

IN WITNESS WHEREOF, the Company has caused this Notice to be signed by its duly authorized officer or agent as of the ____ day of ____, ______.

Home Address:                                        Business Address:

----------------------------                         ---------------------------

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EXHIBIT 10.17

Time Warner Inc. 2003 Stock Incentive Plan
RSU Agreement, Version 1
For Use from January 2005

Restricted Stock Units Agreement

General Terms and Conditions

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock units (the "RSUs") provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

a) "Cause" means, "Cause" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Cause" means (i) Participant's continued failure substantially to perform such Participant's duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten (10) days following written notice by the Company or any of its Affiliates to the Participant of such failure, (ii) dishonesty in the performance of the Participant's duties, (iii) Participant's conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) Participant's insubordination, willful malfeasance or willful misconduct in connection with Participant's duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates, or (v) Participant's breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company.

b) "Disability" means, "Disability" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the Company's long-term disability plan or policy, as in effect from time to time.

c) "Good Reason" means "Good Reason" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Good Reason" means (i) the failure of the Company to pay or cause to be paid the Participant's base salary or annual bonus when due or (ii) any substantial and sustained diminution in the

Participant's authority or responsibilities materially inconsistent with the Participant's position; provided that either of the events described in clauses (i) and (ii) will constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date.

d) "Plan" means the Time Warner Inc. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.

e) "Retirement" means a voluntary termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more years of service as an employee or a director with the Company or any Affiliate or (ii) pursuant to a retirement plan or early retirement program of the Company or any Affiliate.

f) "Vesting Date" means each vesting date set forth in the Notice.

2. Grant of Restricted Stock Units. The Company hereby grants to the Participant (the "Award"), on the terms and conditions hereinafter set forth, the number of RSUs set forth on the Notice of Grant of Restricted Stock Units (the "Notice"). Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. RSUs do not constitute issued and outstanding shares of Common Stock for any corporate purposes and do not confer on the Participant any right to vote on matters that are submitted to a vote of holders of Shares.

3. Dividend Equivalents and Retained Distributions. If on any date while RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall be paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share (the "Dividend Equivalents") at the time that such dividends are paid to holders of Shares. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions unless the Board has in its sole discretion determined that an amount equivalent to such dividend or distribution shall be paid currently to the Participant (the "Retained Distributions"); provided, however, that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of RSUs equal to the product of (I) the aggregate number of RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions as the RSUs to which they relate. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or

Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

4. Vesting and Delivery of Vested Securities.

a) Subject to the terms and provisions of the Plan and this Agreement, after each Vesting Date with respect to the Award, the Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Distributions, if any, covered by that portion of the Award. Except as otherwise provided in paragraphs 6 and 7, the vesting of such RSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).

b) RSUs Extinguished. Upon each issuance or transfer of Shares in accordance with this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and such number of RSUs will not be considered to be held by the Participant for any purpose.

c) Final Issuance. Upon the final issuance or transfer of Shares and Retained Distributions, if any, to the Participant pursuant to this Agreement, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.

d) Section 409A. Notwithstanding anything else contained in this Agreement, no Shares shall be issued or transferred to a Participant before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Code.

5. Termination of Employment.

(a) If the Participant's Employment with the Company and its Affiliates is
(i) terminated by the Participant for any reason other than those described in clauses (b) and (c) below prior to the Vesting Date with respect to any portion of the Award, then the RSUs covered by any such portion of the Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination, unless otherwise provided in an employment agreement between the Participant and the Company or an Affiliate.

(b) If the Participant's Employment terminates (i) as a result of his or her death or Disability or (ii) as a result of his or her Retirement or is terminated by the Company and its Affiliates for any reason other than for Cause on a date when the Participant satisfies the requirements for Retirement, then the RSUs for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto

shall, to the extent the RSUs were not extinguished prior to such termination of Employment, fully vest on the date of any such termination and Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such termination of Employment.

(c) If the Participant's Employment is terminated by the Company and its Affiliates for any reason other than for Cause (unless such termination is due to death or Disability), then a pro rata portion of the RSUs that would vest on the next Vesting Date, and any Retained Distributions relating thereto, shall, to the extent the RSUs were not extinguished prior to such termination of Employment, become vested, and Shares subject to such RSUs shall be issued or transferred to the Participant as soon as practicable following such termination of Employment, determined as follows:

(x) the number of RSUs covered by the portion of the Award that would vest on the next Vesting Date multiplied by;

(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) preceding the date of such termination of Employment through the date of such termination, and the denominator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there has not yet occurred a Vesting Date) through the next succeeding Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.

The RSUs and any Retained Distributions related thereto that have not vested shall be completely forfeited on the date of any such termination.

For purposes of this paragraph 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant's payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate. Notice of any such approved leave of absence should be sent to the Company at One Time Warner Center, New York, New York 10019, attention: Director, Global Stock Plans Administration, but such notice shall not be required for the leave of absence to be considered approved.

In the event the Participant's Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the RSUs and related Retained Distributions, if any, other than as set forth in this paragraph 5, the provisions of this paragraph 5 being the sole remedy of the Participant with respect thereto.

6. Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant's Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such Vesting Date, along with the Retained Distributions related thereto. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

7. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Participant hereunder as a result of the acceleration of vesting of the RSUs pursuant to paragraph 6 of this Agreement, either alone or together with all other Payments received or to be received by the Participant from the Company or any of its Affiliates (collectively, the "Aggregate Payments"), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the following provisions shall apply:

a) If the net amount that would be retained by the Participant after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by the Participant after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Participant shall be entitled to receive the Aggregate Payments.

b) If, however, the net amount that would be retained by the Participant after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which the Participant is entitled shall be reduced to such largest amount.

The term "Payment" shall mean any transfer of property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and the timing and method of any such required reduction in Payments under this Agreement or in any such other Payments otherwise payable by the Company or any of its Affiliates consistent with any such required reduction, shall be made by the Participant, including whether any portion of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Participant would otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the Payment due under this

Agreement or any portion thereof or under any such other Payments or portions thereof, and all such determinations shall be conclusive and binding on the Company and its Affiliates. To the extent that Payments hereunder or any such other Payments are not paid as a consequence of the limitation contained in this paragraph 7, then the RSUs and Retained Distributions related thereto (to the extent not so accelerated) and such other Payments (to the extent not vested) shall be deemed to remain outstanding and shall be subject to the provisions hereof and of the Plan as if no acceleration or vesting had occurred. Under such circumstances, if the Participant terminates Employment for Good Reason or is terminated by the Company or any of its Affiliates without Cause, the RSUs and Retained Distributions related thereto (to the extent that they have not already become vested) shall become immediately vested in their entirety upon such termination and Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such termination of Employment, subject to the provisions relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Participant, all legal fees, court costs, fees of experts and other costs and expenses which the Participant incurred in any actual, threatened or contemplated contest of the Participant's interpretation of, or determination under, the provisions of this paragraph 7.

8. Withholding Taxes. The Participant agrees that,

a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any applicable Federal, state, local or foreign withholding tax due as a result of such payment or vesting. The Company's obligation to deliver the Shares subject to the RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from the Dividend Equivalent, Shares issued in connection with the vesting or Retained Distribution, as applicable, or any payment of any kind otherwise due to the Participant any Federal, state, local or foreign withholding taxes due with respect to such vesting or payment.

b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Participant to pay the required withholding tax in cash, the Participant shall have the right to elect to pay the required withholding tax associated with a vesting with Shares to be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the average of the high and low sales price of a Share on the New York Stock Exchange on the date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant who is required to pay the required withholding tax in cash fails to do so within the time period established by the Company, then the Participant shall be deemed

to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with conditions established by the Committee from time to time

c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and will be irrevocable once made.

9. Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in this Agreement and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 10 of the Plan (generally relating to adjustments to the number of Shares subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions).

10. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of the RSUs or any Dividend Equivalents and Retained Distributions relating thereto, except as waived by the Board or the Committee, will cause a forfeiture of such RSUs and any Dividend Equivalents or Retained Distributions relating thereto.

11. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Participant any right to continue in the employ of the Company or any of its Affiliates and the Company and any such Affiliate shall have the right to terminate the Employment of the Participant at any such time, with or without cause, notwithstanding the fact that some or all of the RSUs and related Retained Distributions covered by this Agreement may be forfeited as a result of such termination. The granting of the RSUs under this Agreement shall not confer on the Participant any right to any future Awards under the Plan.

12. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally or by mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center, New York, NY 10019, attention Director, Global Stock Plans Administration, and to the Participant at his or her address, as it is shown on the records of the Company or its Affiliate, or in either case to such other address as the Company or the Participant, as the case may be, by notice to the other may designate in writing from time to time.

13. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Participant under this Agreement without his or her consent.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Participant and his or her legatees, distributees and personal representatives.

15. Copy of the Plan. By entering into the Agreement, the Participant agrees and acknowledges that he or she has received and read a copy of the Plan.

16. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law rules thereof which might apply the laws of any other jurisdiction.

17. Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives, and covenants that it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any suit, action, or other proceeding arising out of or based upon this Agreement.

18. Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement. Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such suit, action or proceeding in the above-referenced courts is brought in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which notices are to be given pursuant to paragraph 12 hereof.

19. Personal Data. The Company, the Participant's local employer and the local employer's parent company or companies may hold, collect, use, process and transfer, in electronic or other form, certain personal information about the Participant for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. Participant understands that the following personal information is required for the above named purposes: his/her name, home address and telephone number, office address (including department and employing entity) and telephone number, e-mail address, date of birth, citizenship, country of residence at the time of grant, work location country, system employee ID, employee local ID, employment status (including international status code), supervisor (if applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination date and reason, tax payer's identification number, tax equalization code, US Green Card holder status, contract type (single/dual/multi), any shares of stock or directorships held in the Company, details of all grants of RSUs (including number of grants, grant dates, vesting type, vesting dates, and any other information regarding RSUs that have been granted, canceled, vested, or

forfeited) with respect to the Participant, estimated tax withholding rate, brokerage account number (if applicable), and brokerage fees (the "Data"). Participant understands that Data may be collected from the Participant directly or, on Company's request, from Participant's local employer. Participant understands that Data may be transferred to third parties assisting the Company in the implementation, administration and management of the Plan, including the brokers approved by the Company, the broker selected by the Participant from among such Company-approved brokers (if applicable), tax consultants and the Company's software providers (the "Data Recipients"). Participant understands that some of these Data Recipients may be located outside the Participant's country of residence, and that the Data Recipient's country may have different data privacy laws and protections than the Participant's country of residence. Participant understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant's behalf by a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan. Participant understands that Data will be held only as long as necessary to implement, administer and manage the Participant's participation in the Plan. Participant understands that Data may also be made available to public authorities as required by law, e.g., to the U.S. government. Participant understands that the Participant may, at any time, review Data and may provide updated Data or corrections to the Data by written notice to the Company. Except to the extent the collection, use, processing or transfer of Data is required by law, Participant may object to the collection, use, processing or transfer of Data by contacting the Company in writing. Participant understands that such objection may affect his/her ability to participate in the Plan. Participant understands that he/she may contact the Company's Stock Plan Administration to obtain more information on the consequences of such objection.