Exhibit 10.1

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

between

TIME WARNER INC.

and

TIME INC.

Dated as of June 4, 2014

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT (this “ Agreement ”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“ TWX ”), and TIME INC., a Delaware corporation (“ Time ”).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of Time and concurrently with the execution of this Agreement, TWX and Time are entering into a Separation and Distribution Agreement (the “ Separation Agreement ”);

WHEREAS, each of TWX and Time will provide to the other certain services, as more particularly described in this Agreement, for a limited period of time following the Spin-Off; and

WHEREAS, each of TWX and Time desires to reflect the terms of their agreement with respect to such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, TWX and Time, for themselves, their successors and assigns, agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“ Affiliate ” has the meaning ascribed thereto in the Separation Agreement.

“ Affected Party ” has the meaning ascribed thereto in Section 8.02.

“ Agreement ” has the meaning ascribed thereto in the preamble.

“ Ancillary Agreements ” has the meaning ascribed thereto in the Separation Agreement.

“ Applicable Termination Date ” means, with respect to each Service or Service Category, the date that is 24 months from the Distribution Date, or such earlier termination date specified with respect to such Service or Service Category, as applicable, in Schedule A or Schedule B, as applicable.

“ Consents ” has the meaning ascribed thereto in the Separation Agreement.

“ Cost of Services ” means, with respect to each Service or Service Category, the cost of services specified with respect to such Service or Service Category, as applicable, in Schedule A or Schedule B, as applicable, to be paid by a Service Recipient in respect of such Service or Service Category to the Service Provider of such Service or Service Category.

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“ Distribution ” has the meaning ascribed thereto in the Separation Agreement.

“ Distribution Date ” has the meaning ascribed thereto in the Separation Agreement.

“ Force Majeure Event ” has the meaning ascribed thereto in Section 8.02.

“ Governmental Authority ” has the meaning ascribed thereto in the Separation Agreement.

“ Group ” means either the TWX Group or the Time Group, as the context requires.

“ Group Data Processing Agreement ” has the meaning ascribed thereto in the Separation Agreement.

“ Insurance Proceeds ” has the meaning ascribed thereto in the Separation Agreement.

“ Law ” has the meaning ascribed thereto in the Separation Agreement.

“ Liabilities ” has the meaning ascribed thereto in the Separation Agreement.

“ Party ” means either party hereto, and “ Parties ” means both parties hereto.

“ Performing Party ” has the meaning ascribed thereto in Section 8.02.

“ Person ” has the meaning ascribed thereto in the Separation Agreement.

“ Publishing Business ” has the meaning ascribed thereto in the Separation Agreement.

“ Separation Agreement ” has the meaning ascribed thereto in the recitals.

“ Service Categories ” means the categories of Services identified in Schedule A or Schedule B, as applicable.

“ Service Manager ” has the meaning ascribed thereto in Section 2.01(c).

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“ Service Provider ” means any member of the Time Group or the TWX Group, as applicable, in its capacity as the provider of any Services to any member of the TWX Group or the Time Group, respectively.

“ Service Recipient ” means any member of the Time Group or the TWX Group, as applicable, in its capacity as the recipient of any Services from any member of the TWX Group or the Time Group, respectively.

“ Services ” means the individual services included within the various Service Categories identified in Schedule A or Schedule B, as applicable.

“ Spin-Off ” has the meaning ascribed thereto in the Separation Agreement.

“ Sub-Contractor ” has the meaning ascribed thereto in Section 2.01(e).

“ Subsidiary ” has the meaning ascribed thereto in the Separation Agreement.

“ Taxes ” has the meaning ascribed thereto in Section 3.01(b).

“ Third-Party Claim ” has the meaning ascribed thereto in the Separation Agreement.

“ Time ” has the meaning ascribed thereto in the preamble.

“ Time Business ” means the Publishing Business and any other business conducted by Time or any other member of the Time Group at any time after the Distribution.

“ Time Group ” has the meaning ascribed thereto in the Separation Agreement.

“ Time Indemnitees ” has the meaning ascribed thereto in the Separation Agreement.

“ TWX ” has the meaning ascribed thereto in the preamble.

“ TWX Business ” has the meaning ascribed thereto in the Separation Agreement.

“ TWX Group ” has the meaning ascribed thereto in the Separation Agreement.

“ TWX Indemnitees ” has the meaning ascribed thereto in the Separation Agreement.

ARTICLE II

Services

SECTION 2.01. Provision of Services. (a) Commencing immediately after the Distribution, TWX shall, and shall cause the applicable members of the TWX Group to, (i) provide to Time and the applicable members of the Time Group the Services set forth in

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Schedule A and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement.

(b) Commencing immediately after the Distribution, Time shall, and shall cause the other members of the Time Group to, (i) provide to TWX and the applicable members of the TWX Group the Services set forth in Schedule B and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement.

(c) Each Service Recipient and its respective Service Provider shall cooperate in good faith with each other in connection with the performance of the Services hereunder. Each of TWX and Time, in its capacity as a Service Provider, agrees to appoint one of its respective employees (each such employee, a “ Service Manager ”) who will have overall responsibility for managing and coordinating the delivery of Services, including making available the services of appropriately qualified employees and resources to enable the provision of the Services. The Service Managers will consult and coordinate with each other regarding the provision of Services.

(d) The Service Provider shall determine the personnel who shall perform the Services to be provided by it. The Service Provider shall pay for all personnel and other related expenses, including salary or wages and benefits of its employees performing the Services, as required by this Agreement. No Person providing Services to a Service Recipient shall be deemed to be, or have any rights as, an employee of such Service Recipient. All overhead and personnel necessary to the Services to be provided by each Service Provider hereunder shall be such Service Provider’s sole responsibility and shall be at such Service Provider’s sole cost and expense. Except as otherwise provided in Section 6.01, no Service Provider shall have the authority to bind the Service Recipient by contract or otherwise.

(e) The Service Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates; provided , however , that such Affiliate(s) are capable of performing such Services without a material diminution in quality. In addition, the Service Provider may, as it deems necessary or desirable, engage the services of other professionals, consultants or other third parties (each, a “ Sub-Contractor ”), in connection with the performance of the Services; provided , however , that (i) the Service Provider shall remain ultimately responsible for ensuring that its obligations with respect to the nature, scope and quality of the Services described in this Section 2.01 are satisfied with respect to any Services provided by any such Sub-Contractor and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 8.05 of this Agreement. Except as agreed by the Parties in Schedule A or Schedule B or otherwise in writing, any costs associated with engaging the services of an Affiliate of the Service Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Service Recipient under this Agreement, and the Service Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

(f) Unless otherwise agreed by the Parties, the Services shall be (i) performed by the Service Provider in a reasonably prompt and professional manner that is substantially the

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same manner, scope, nature and quality in which the Service Provider provided the Services (or substantially similar services) prior to the Distribution for the Service Recipient, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Service Provider or a member of such Service Provider’s Group, in which case the Services shall be performed for the Service Recipient in the same manner, scope, nature and quality as they are being performed for the Service Provider or such member of such Service Provider’s Group, as applicable, and (ii) used by the Service Recipient for substantially the same purpose, in substantially the same manner as, and at no higher level than, the Service Recipient used the Services (or substantially similar services) from the Service Provider prior to the Distribution.

(g) The Parties acknowledge that the Service Provider may make changes from time to time in the manner of performing Services if the Service Provider is making similar changes in performing the same or substantially similar Services for itself or other members of its Group; provided , however , that, unless expressly contemplated in Schedule A or Schedule B, such changes shall not affect the Cost of Services for such Service or materially decrease the quality or level of the Services provided to the Service Recipient, except upon prior written approval of the Service Recipient.

(h) Except to the extent a Party determines it to be necessary for the provision of Services or as otherwise contemplated in this Agreement or Schedule A or Schedule B, in the context of the provision of the Services hereunder, neither Party shall grant to the other Party, and neither Party shall have, access to any competitively sensitive information or confidential information (including personal data).

(i) Nothing in this Agreement shall be deemed to require the provision of any Service by any Service Provider to any Service Recipient if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Service Provider or any other member of its Group is a party or otherwise, unless and until, subject to the third-to-last sentence of this Section 2.01(i), such Consent has been obtained. The Service Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Service Provider’s obligations pursuant to this Agreement. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Service Recipient, and the Service Recipient shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents. In the event that the Consent of any Person, if required in order for the Service Provider to provide Services, is not obtained reasonably promptly after the Distribution, the Service Provider shall notify the Service Recipient and the Parties shall cooperate in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner and the Service Recipient shall pay for such Services based on the alternative Cost of Services. The Services shall not include, and no Service Provider shall be obligated to provide, any service the provision of which to a Service Recipient following the Distribution would constitute a violation of any Law. In addition, notwithstanding anything to the contrary herein, the Service Provider will not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the applicable Service Recipient.

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(j) The Service Recipient hereby grants to the Service Provider performing Services under this Agreement a limited, nontransferable license, without the right to sublicense (except to an Affiliate or a Sub-Contractor who is providing Services on the Service Provider’s behalf, solely to the extent necessary for such Affiliate or Sub-Contractor to provide the Services), for the term of this Agreement, to use the intellectual property owned by the Service Recipient solely to the extent necessary for the Service Provider to perform its obligations hereunder. Subject to the terms of the Separation Agreement, (i) each Service Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Service Recipient’s exclusive use and such work product shall remain the exclusive property of the Service Recipient and (ii) each Service Recipient acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive, perpetual worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Service Recipient’s exclusive use and such work product shall remain the exclusive property of the Service Provider. The parties shall mutually agree upon and designate, in writing, work product created for a Service Recipient’s exclusive use and work product created for a Service Recipient’s non-exclusive use.

(k) Subject to Sections 2.02 and 3.02, the Parties agree that the Services set forth in Schedule A and Schedule B constitute all of the Services to be provided by members of the TWX Group and members of the Time Group, respectively, as of the Distribution Date.

SECTION 2.02. Service Amendments and Additions.

(a) From time to time during the term, each of TWX and Time may request the other Party (i) to provide additional (including as to volume, amount, level or frequency, as applicable) or different services which the other Party is not expressly obligated to provide under this Agreement if such services are of the type and scope provided within the TWX Group or the Time Group, or between the TWX Group and the Time Group, in each case during fiscal year 2013 or (ii) expand the scope of any Service (such additional or expanded services, the “ Additional Services ”). The Party receiving such request for Additional Services shall consider such request in good faith and shall notify the requesting Party as promptly as practicable as to whether it will or will not provide the Additional Services.

(b) If a Party agrees to provide Additional Services pursuant to Section 2.02(a), then a representative of each Party shall in good faith negotiate an amendment to Schedule A and/or Schedule B, as applicable, which will describe in detail the service or service category, as applicable, project scope, term, price and payment terms to be charged for such Additional Services. Once agreed to in writing, the amendment to Schedule A and/or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Additional Services shall be deemed “Services” or “Service Categories”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement.

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SECTION 2.03. No Management Authority. Notwithstanding any other provision hereof, no Service Provider shall be authorized by, or shall have responsibility under, this Agreement to manage the affairs of the business of any Service Recipient.

ARTICLE III

Compensation

SECTION 3.01. Compensation for Services. (a) As compensation for each Service rendered pursuant to this Agreement, the Service Recipient shall be required to pay to the Service Provider the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable.

(b) The amount of any actual and documented sales tax, value-added tax, goods and services tax or similar tax that is required to be assessed and remitted by the Service Provider in connection with the Services provided hereunder (“ Taxes ”) will be promptly paid to the Service Provider by the Service Recipient in accordance with Section 3.03. Such payment shall be in addition to the Cost of Services set forth in Schedule A or Schedule B, as applicable (unless such Tax is expressly already accounted for in the applicable Cost of Services).

SECTION 3.02. Adjustments to Cost of Services. If at any time following the date of this Agreement, the Parties mutually agree to add any Additional Services pursuant to Section 2.02, then concurrently with the addition of such Additional Services, the Parties shall work in good faith to amend Schedule A or Schedule B, as applicable, to reflect such Additional Services and the related Cost of Services.

SECTION 3.03. Payment Terms. (a) The Service Provider shall bill the Service Recipient monthly, within twenty (20) business days after the end of each month, or at such other interval specified with respect to a particular Service in Schedule A or Schedule B, as applicable, an amount equal to the aggregate Cost of Services due for all Services provided in such month or other specified interval, as applicable, plus any Taxes. Invoices shall be directed to the Service Manager appointed by TWX or Time, as applicable, or to such other Person designated in writing from time to time by such Service Manager. The Service Recipient shall pay such amount in full within sixty (60) days after receipt of each invoice by wire transfer of immediately available funds to the account designated by the Service Provider for this purpose. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Taxes, for each Service during the month or other specified interval to which such invoice relates.

(b) If a Service Recipient has any objection to the amount of any invoice, the Service Recipient shall notify the Service Provider in writing and the Parties shall endeavor in good faith to promptly resolve such objection and, pending resolution thereof, the Service Recipient can withhold amounts that are being so disputed in good faith. Following resolution of the objection, the Service Provider will be entitled to prompt payment of any amounts so determined by the Parties to be due to the Service Provider.

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SECTION 3.04. DISCLAIMER OF WARRANTIES. THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF THE TWX GROUP OR OF THE TIME GROUP, AS SERVICE PROVIDER, MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

SECTION 3.05. Books and Records. TWX and Time shall each maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for Services rendered by it or the other members of its Group as Service Providers and shall make such books available to the other, upon reasonable notice, during normal business hours; provided , however , that to the extent TWX’s or Time’s books contain Information relating to any other aspect of the TWX Business or the Time Business, as applicable, TWX and Time shall negotiate a procedure to provide the other Party with necessary access while preserving the confidentiality of such other records.

ARTICLE IV

Term

SECTION 4.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service or Service Category until the occurrence of the Applicable Termination Date applicable to such Service or Service Category, unless earlier terminated (i) in its entirety or with respect to a particular Service or Service Category, in each case in accordance with Section 4.02, or (ii) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

SECTION 4.02. Termination. (a) If a Service Provider or Service Recipient materially breaches any of its respective obligations under this Agreement (and the applicable cure period set forth in Section 7.01 has expired), the non-breaching Service Recipient or Service Provider, as applicable, may terminate this Agreement with respect to the Service to which such obligations apply, effective upon not less than thirty (30) days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within thirty (30) days after receiving written notice thereof from the non-breaching Party. The termination of this Agreement with respect to any Service pursuant to this Section 4.02 shall not affect the Parties’ rights or obligations under this Agreement with respect to any other Service.

(b) Except as otherwise provided in this Agreement or Schedule A or Schedule B, upon not less than (i) ninety (90) days’ prior written notice a Service Provider may terminate this Agreement with respect to any Service Category or Service if such Service Provider or its Affiliates cease to provide such Service Category or Service to members of such Service Provider’s Group and (ii) thirty (30) days’ prior written notice a Service Recipient shall be entitled to terminate one or more Services being provided by any Service Provider for any reason or no reason at all.

(c) In the event of any termination of this Agreement in its entirety or with respect to any Service Category or Service, each Party, Service Provider and Service Recipient shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Service Recipient to pay any amounts due to any Service Provider hereunder.

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SECTION 4.03. Return of Books, Records and Files. Upon the request of the Service Recipient after the termination of a Service with respect to which the Service Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Service Recipient or its Affiliates and used by the Service Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Service Provider and in the Service Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Service Recipient or destroyed by the Service Provider, with certification of such destruction provided to the Service Recipient. The Service Provider shall return or destroy, as applicable, all of such books, records or files as soon as reasonably practicable following a request by the Service Recipient; provided , however , that in the event that certain of such books, records or files stored in electronic form cannot reasonably or practicably be returned or destroyed, as applicable, the Service Provider agrees to maintain copies of the applicable books, records or files for the minimum amount of time permitted by the systems storing such data and not to use such data for any other purposes. The Service Recipient shall bear the Service Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Service Provider may make one copy of such books, records or files for its legal files.

ARTICLE V

Indemnification; Limitation of Liability

SECTION 5.01. Indemnification. (a) Time in its capacity as a Service Recipient and on behalf of each member of its Group in their capacity as a Service Recipient, shall indemnify, defend and hold harmless TWX and the other TWX Indemnitees from and against any and all Liabilities incurred by such TWX Indemnitee and arising out of, in connection with or by reason of this Agreement or any Services provided by any member of the TWX Group hereunder, except to the extent such Liabilities arise out of a TWX Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services.

(b) TWX in its capacity as a Service Recipient and on behalf of each member of its Group in their capacity as a Service Recipient, shall indemnify, defend and hold harmless Time and the other Time Indemnitees from and against any and all Liabilities incurred by such Time Indemnitee and arising out of, in connection with or by reason of this Agreement or any

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Services provided by any member of the Time Group hereunder, except to the extent such Liabilities arise out of a Time Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services.

SECTION 5.02. Limitation on Liability. (a) No Service Provider, in its capacity as such, nor any member of its Group acting in the capacity of a Service Provider, nor any Indemnitee thereof, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to the other Party (or any of such other Party’s Indemnitees) for any Liabilities arising out of, related to, or in connection with the Services or this Agreement, except to the extent that such Liabilities arise out of such Service Provider’s (or a member of its Group’s) (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services or (iv) gross negligence or wilful misconduct in providing the Services; provided that nothing in this Section 5.02(a) shall be deemed to limit a Service Recipient’s rights under Section 5.02(d) regarding Insurance Proceeds in respect of Third-Party Claims.

(b) IN NO EVENT SHALL ANY SERVICE PROVIDER, IN ITS CAPACITY AS SUCH, NOR ANY MEMBER OF ITS GROUP ACTING IN THE CAPACITY OF A SERVICE PROVIDER, NOR ANY INDEMNITEE THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE SERVICE RECIPIENT (OR ANY OF ITS INDEMNITEES) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH SERVICE PROVIDER UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(c) EACH GROUP’S TOTAL LIABILITY, IN ITS CAPACITY AS A SERVICE PROVIDER, TO THE OTHER GROUP ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO IT FOR SERVICES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING THE FOREGOING, IN THE CASE OF ANY LIABILITY TO THE OTHER PARTY ARISING OUT OF A THIRD-PARTY CLAIM, EACH GROUP’S TOTAL LIABILITY IN ITS CAPACITY AS A SERVICE PROVIDER TO THE OTHER GROUP SHALL BE INCREASED BY AN AMOUNT EQUAL THE AMOUNT, IF ANY, OF ANY INSURANCE PROCEEDS THAT ARE ACTUALLY RECEIVED BY SUCH SERVICE PROVIDER IN ACCORDANCE WITH SECTION 5.02(d).

(d) If a Service Provider, in its capacity as such, or any member of its Group acting in the capacity of a Service Provider, or any Indemnitee thereof, shall be liable to the other Party for any Liability arising out of a Third-Party Claim, such Service Provider, at the request of the Indemnitee, shall use commercially reasonable efforts to pursue and recover any available Insurance Proceeds under applicable insurance policies. Promptly upon the actual receipt of any such Insurance Proceeds, such Service Provider shall pay such Insurance Proceeds to the

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applicable Indemnitee to the extent of the Liability arising out of the applicable Third-Party Claim. The Indemnitee shall, upon the request of such Service Provider and to the extent permitted under such Service Provider’s applicable insurance policies, promptly pay directly to such Service Provider or to such Service Provider’s insurer any reasonable costs or expenses incurred in the collection of such Indemnitee’s portion of such Insurance Proceeds (including such Indemnitee’s portion of applicable retentions or deductibles); provided , however , that in no event shall an Indemnitee’s portion of such collection costs and expenses, applicable retentions and deductibles exceed the amount of Insurance Proceeds actually received by such Indemnitee.

(e) The provisions of this Article V shall survive indefinitely, notwithstanding any termination of all or any portion of this Agreement.

ARTICLE VI

Other Covenants

SECTION 6.01. Attorney-in-Fact. On a case-by-case basis, the Service Recipient shall execute documents necessary to appoint the Service Provider as its attorney-in-fact for the sole purpose of executing any and all documents and instruments reasonably required to be executed in connection with the performance by the Service Provider of any Service under this Agreement.

ARTICLE VII

Breach, Notice and Cure

SECTION 7.01. Breach, Notice and Cure. No breach of this Agreement by a Party shall be deemed to have occurred unless the non-breaching Party serves written notice on the breaching Party specifying the nature thereof and the breaching Party fails to cure such breach, if any, within thirty (30) days after receipt of such notice (or ten (10) days in the case of a failure by the breaching Party to pay a sum certain).

ARTICLE VIII

Miscellaneous

SECTION 8.01. Title to Data. Each of Time and TWX acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the other Party or its Affiliates, Subsidiaries or divisions, by reason of the provision of the Services hereunder, except as expressly provided in Section 2.01(j) and Section 4.03.

SECTION 8.02. Force Majeure. In case performance of any terms or provisions hereof shall be delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, strike, labor dispute, fire, explosion, storm, flood, act of God or act of terrorism that is not within the control of the Party, Service Provider or Service Recipient whose performance is interfered with (each, a “ Performing Party ”) and which by the exercise

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of reasonable diligence such Performing Party is unable to prevent, or for any other reason which is not within the control of such Performing Party whose performance is interfered with and which by the exercise of reasonable diligence such Performing Party is unable to prevent (each, a “ Force Majeure Event ”), then upon prompt written notice stating the date and extent of such interference and the cause thereof by the Performing Party to the other Party, Service Recipient or Service Provider (each, an “ Affected Party ”), as applicable, the Performing Party shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against either the Performing Party or the Affected Party on account thereof; provided , however , that the Performing Party promptly resumes the required performance upon the cessation of the Force Majeure Event or its effects. No Performing Party shall be excused from performance if such Performing Party fails to use commercially reasonable efforts to remedy the situation and remove the cause and effects of the Force Majeure Event.

SECTION 8.03. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 8.04. Relationship of Parties. Except as otherwise provided in Section 6.01, nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Service Providers and Service Recipients or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Except as otherwise provided in Section 6.01, each Party and each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

SECTION 8.05. Confidentiality and Data Processing. (a) Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and the members of its Group, that such Party’s obligation to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.08 of the Separation Agreement.

(b) Each Party agrees that it will only process personal data (as defined by EU Directive 95/46/EC of 24 October 1995) provided to it by the other Party or its Group in accordance with Section 7.01(d) of the Separation Agreement and the terms of the Group Data Processing Agreement.

SECTION 8.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

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SECTION 8.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 8.08. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets or (b) the sale of all or substantially all of such Party’s assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 8.08 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. Nothing in this Section 8.08 shall affect or impair a Service Provider’s ability to delegate any or all of its obligations under this Agreement to one or more members of its Group or Sub-Contractors pursuant to Section 2.01(e).

SECTION 8.09. Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any TWX Indemnitee or Time Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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SECTION 8.10. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

SECTION 8.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 8.12. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 8.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party hereto of any default by the other Party hereto of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 8.14. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 8.15. Interpretation. The rules of interpretation set forth in Section 12.14 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis .

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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EXHIBIT 10.2

EXECUTION COPY

TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time” and, together with TWX, the “Parties”).

W I T N E S S E T H :

WHEREAS Time is a wholly-owned subsidiary of TWX and a member of its consolidated group;

WHEREAS, pursuant to the Separation Agreement, TWX and Time have effected or agreed to effect (i) the Internal Reorganization (the steps of which are described in Appendix A) and (ii) the Distribution (together, the “Transactions”); and

WHEREAS the Parties intend that each step of the Transactions qualify for its Intended Tax Treatment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“ 10% Acquisition Transaction ” has the meaning set forth in Section 4.06.

“ 2014 UK Returns ” means the corporation Tax return and statutory accounts and any related or supporting documentation or computations of each Group Member (other than any Group Member that is not U.K. resident for U.K. Tax purposes) for the period commencing on January 1, 2014.

“ Active Trade or Business ” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Distribution with respect to Time.

“ Agreement ” has the meaning set forth in the preamble.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Determination ” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or

period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“ EMA ” means the Employee Matters Agreement dated as of the date of this Agreement by and between TWX and Time, including the Schedules thereto.

“ GPA ” means the group payment arrangement made pursuant to Section 59F of the Taxes Management Act 1970 under reference number 900 6306715390 A 07.

“ GPA Member ” has the meaning set forth in Section 6.01(a).

“ Group Member ” means each member of the IPC Tax Group, each member of the TAEHL Tax Group and UK Holdco.

“ Group Relief ” means any (i) relief surrendered, obtained or claimed pursuant to Part V of the Corporation Tax Act 2010, (ii) refund of Taxes surrendered or claimed pursuant to Section 963 of the Corporation Tax Act 2010, (iii) allocation or reallocation of profits, losses or gains for capital gains Tax purposes pursuant to an election under Section 171A or Section 179A of the Taxation of Chargeable Gains Act 1992 (and references to a “surrender” of such relief will be construed accordingly), (iv) notional reallocation of a gain pursuant to an election under Section 792 of the Corporation Tax Act 2009 or (v) eligible unrelieved foreign Tax surrendered or claimed pursuant to the Double Taxation Relief (Surrender of Relievable Tax Within a Group) Regulations 2001.

“ Indemnifying Party ” means a Party that has an obligation to make an Indemnity Payment.

“ Indemnitee ” means a Party that is entitled to receive an Indemnity Payment.

“ Indemnity Payment ” means an indemnity payment contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement.

“ Intended Tax Treatment ” means the U.S. Intended Tax Treatment and the U.K. Intended Tax Treatment.

“ IPC Tax Group ” means Time UK Publishing Holdings Limited, a U.K. private limited company, and any Person that is or was a Subsidiary of Time UK Publishing Holdings Limited as of the Distribution or at any time prior to the Distribution.

“ IRS ” means the U.S. Internal Revenue Service.

“ Nominated Company ” means Time Warner Limited, a U.K. private limited company.

“ Ordinary Course of Business ” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“ Ordinary Taxes ” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes described in Section 2.04.

“ Parties ” has the meaning set forth in the preamble.

“ Pre-Distribution Tax Period ” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“ Proposed Acquisition Transaction ” has the meaning set forth in Section 4.03(b).

“ Records ” has the meaning set forth in Section 5.01.

“ Refund Recipient ” has the meaning set forth in Section 2.05.

“ Regulations ” means the Treasury regulations promulgated under the Code.

“ Repayment ” has the meaning set forth in Section 6.02(c).

“ Restricted Period ” has the meaning set forth in Section 4.03(a).

“ Ruling ” means a private letter ruling (including any supplemental ruling) issued by the IRS in connection with the Transactions, whether granted prior to, on or after the date hereof.

“ Satisfactory Guidance ” has the meaning set forth in Section 4.04(b).

“ Separation Agreement ” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between TWX and Time, including the Schedules thereto.

“ SSE ” has the meaning set forth in Appendix A.

“ Straddle Period ” has the meaning set forth in Section 2.07(b).

“ Subsidiary ” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by their terms ordinary voting power to elect at least a majority of the board of directors (or others performing similar functions with respect to such

corporation or other organization) is directly or indirectly owned by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ TAEHL Tax Group ” means Time Atlantic Europe Holdings Limited, a U.K. private limited company, and any Person that is or was a Subsidiary of Time Atlantic Europe Holdings Limited as of the Distribution or at any time prior to the Distribution.

“ Tax Advisor ” means (i) for purposes of Section 5.06, a local Tax counsel or accountant of recognized national standing in the relevant jurisdiction and (ii) for all other purposes of this Agreement, a U.S. Tax counsel of recognized national standing.

“ Tax Attribute ” has the meaning set forth in Section 2.06(a).

“ Tax Contest ” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.

“ Tax Dispute ” has the meaning set forth in Section 5.06.

“ Tax Opinion Representations ” means reasonable and customary representations regarding certain facts in existence at the applicable time made by TWX and Time that serve as a basis for the Tax Opinions.

“ Tax Opinions ” means the written opinions of Cravath, Swaine & Moore LLP and Herbert Smith Freehills LLP, in each case issued to TWX and Time, to the effect that each step of the Transactions should qualify for its U.S. Intended Tax Treatment and U.K. Intended Tax Treatment, respectively.

“ Tax Opinions/Rulings ” means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

“ Tax Return ” means any return, declaration, statement, report, form, estimate or information return relating to Taxes, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“ Tax Return Preparer ” means (i) with respect to any Tax Return that TWX is responsible for preparing under Section 3.01(a), TWX, and (ii) with respect to any Tax Return that Time is responsible for preparing under Section 3.01(b), Time.

“ Taxes ” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, together with any related interest, penalties and other additional amounts.

“ Taxing Authority ” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“ TCGA ” has the meaning set forth in Appendix A.

“ Time ” has the meaning set forth in the preamble.

“ Time Capital Stock ” means (i) all classes or series of capital stock of Time, (ii) all options, warrants and other rights to acquire interests described in clause (i) and (iii) all other instruments properly treated as equity of Time for U.S. Federal income Tax purposes.

“ Time Tax Group ” means (i) Time, (ii) any Person that is or was a Subsidiary of Time as of the Distribution or at any time prior to the Distribution and (iii) any Person that was a Subsidiary of one or more Persons described in clause (ii) at any time prior to the Distribution.

“ Transaction Tax Contest ” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

“ Transaction Taxes ” means all (i) Taxes imposed on TWX, Time or any of their respective Subsidiaries resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which TWX, Time or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“ Transactions ” has the meaning set forth in the recitals.

“ Transfer Taxes ” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar Taxes, however assessed).

“ TWX ” has the meaning set forth in the preamble.

“ TWX Consolidated Group ” means any consolidated, combined, unitary or similar group of which (i) any member of the TWX Tax Group is or was a member and (ii) any member of the Time Tax Group is or was a member. For the avoidance of doubt, “TWX Consolidated Group” shall not include any group for U.K. Tax purposes of which any member of the IPC Tax Group or the TAEHL Tax Group is or was a member.

“ TWX Tax Group ” means TWX and any Person that is or was a Subsidiary of TWX as of the Distribution or at any time prior to the Distribution, excluding each member of the Time Tax Group.

“ U.K. Intended Tax Treatment ” means, with respect to each step of the Transactions, the U.K. corporation Tax consequences (if any) set forth for such step in Appendix A.

“ U.S. Intended Tax Treatment ” means, with respect to each step of the Transactions, the U.S. Federal income Tax consequences (if any) set forth for such step in Appendix A.

“ Unqualified Tax Opinion ” has the meaning set forth in Section 4.04(c).

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01. TWX Indemnification of Time. After the Distribution, TWX shall be liable for, and shall indemnify and hold Time harmless from, the following Taxes, whether incurred directly by Time or indirectly through one of its Subsidiaries:

(a) Ordinary Taxes of TWX and its Subsidiaries for any taxable period;

(b) Transfer Taxes for which TWX is responsible under Section 2.04; and

(c) Transaction Taxes;

in each case, other than Taxes for which Time is liable under Section 2.02.

SECTION 2.02. Time Indemnification of TWX. After the Distribution, Time shall be liable for, and shall indemnify and hold TWX harmless from, the following Taxes, whether incurred directly by TWX or indirectly through one of its Subsidiaries (but without duplication of any such Taxes that Time has already paid (or caused to be paid) pursuant to Article VI):

(a) Ordinary Taxes (i) of TWX and its Subsidiaries for any Pre-Distribution Tax Period to the extent attributable to the Time Tax Group, (ii) of Time and its Subsidiaries for any taxable period other than a Pre-Distribution Tax Period or (iii) of TWX and its Subsidiaries imposed under Section 1.1503(d)-6 of the Regulations relating to the recapture of any “dual consolidated loss” (within the meaning of Section 1503(d)(2) of the Code) incurred by any member of the Time Tax Group;

(b) Transfer Taxes for which Time is responsible under Section 2.04; and

(c) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of (A) any Tax Opinion Representation made by Time or (B) any representation made by Time, any Subsidiary of Time, any counterparty to any Proposed Acquisition Transaction or any of such counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Satisfactory Guidance;

(ii) any action or omission by Time or any Subsidiary of Time in breach of the covenants set forth herein (including those in Section 4.03), in any other Ancillary Agreement or in the Separation Agreement;

(iii) the application of Section 355(e) or 355(f) of the Code to the Internal Splitoff or the Distribution by virtue of any acquisition of stock or assets of Time or any Subsidiary of Time; or

(iv) any other action or omission by Time or any Subsidiary of Time that Time knows or reasonably should expect, after consultation with a Tax Advisor, could give rise to Transaction Taxes, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement;

provided , that for purposes of calculating any amount due under Section 2.02(a), Time shall be deemed to have paid the Time Tax Group’s share of any Taxes paid by TWX or any of its Subsidiaries before the Distribution (whether in connection with a final period Tax Return or an estimated Tax Return). For the avoidance of doubt, any Transaction Taxes resulting from the application of Section 355(e) or 355(f) of the Code to the Internal Splitoff or the Distribution by virtue of one or more persons acquiring directly or indirectly stock representing a “50% or greater interest” (as such term is defined in Section 355(e)(4)(A) of the Code) in TWX are described in Section 2.01(c) and not in Section 2.02(c).

SECTION 2.03. Allocation of Ordinary Taxes . (a) For purposes of Section 2.02(a)(i), in the case of any TWX Consolidated Group:

(i) If any Ordinary Taxes arise as a result of any adjustments made after the Distribution to the portion of the relevant Tax Return for a Pre-Distribution Tax Period that relates to a member of the Time Tax Group, the amount of Ordinary Taxes attributable to the Time Tax Group shall equal the excess, if any, of

(A) the amount of Ordinary Taxes actually payable by the TWX Consolidated Group as a result of the adjustments for the relevant period over

(B) the amount of Ordinary Taxes that would have been so payable had no adjustments been made to the portions of the relevant Tax Returns relating to a member of the Time Tax Group; and

(ii) The amount of Ordinary Taxes shown as due on any Tax Return filed after the Distribution that are attributable to the Time Tax Group shall equal the excess, if any, of

(A) the amount of Ordinary Taxes actually shown as due on that Tax Return over

(B) the amount of Ordinary Taxes that would have been shown as due on that Tax Return had the relevant members of the Time Tax Group not been included in the TWX Consolidated Group.

(b) For the avoidance of doubt, Time shall be liable for Taxes of any TWX Consolidated Group under Section 2.02(a)(i) only to the extent any adjustment (as described in Section 2.03(a)(i)) or the inclusion of any relevant member of the Time Tax Group in the relevant TWX Consolidated Group (as described in Section 2.03(a)(ii)) results in an actual increase in the aggregate Tax liability of the TWX Consolidated Group in any period. To the extent that any such adjustment or inclusion in one taxable period increases the amount of Ordinary Taxes actually payable by the TWX Consolidated Group in another taxable period, principles consistent with those in Section 2.03(a) shall apply to determine the amount of Ordinary Taxes attributable to the Time Tax Group.

SECTION 2.04. Allocation of Transfer Taxes . TWX and Time each shall be responsible for any Transfer Taxes incurred by the TWX Tax Group and the Time Tax Group, respectively, as a result of the Transactions. If, under applicable Law, both parties or neither party to a transfer are liable for Transfer Taxes (such as stamp duties imposed by Taxing Authorities in the United Kingdom) resulting from such transfer, then TWX and Time shall be equally responsible for such Transfer Taxes.

SECTION 2.05. Refunds, Credits and Offsets. (a) Subject to Section 2.06, if TWX, Time or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under this Article II (or, in the case of any Group Member, in respect of which payment has been made by or on behalf of such company to the Nominated Company under the GPA or under Article VI) (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within 10 business days of receipt or accrual; provided , however , that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund. In the event a Party would be a Refund Recipient but for the fact it elected to apply a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

(b) For purposes of Section 2.05(a), in the case of any TWX Consolidated Group, the Time Tax Group shall be entitled to any refund of Taxes only to the extent of the excess, if any, of (i) the amount of any refund (or reduction in subsequent Taxes) that the TWX Consolidated Group actually receives over (ii) the amount of any refund (or reduction in subsequent Taxes) that the TWX Consolidated Group would have received had any adjustments made after the Distribution to the portions of any Tax Return relating to a member of the Time Tax Group not been made.

SECTION 2.06. Carrybacks. (a) If a Tax Return of Time or any of its Subsidiaries (other than any Group Member) for any taxable period ending after the Distribution Date reflects any net operating loss, net capital loss, excess Tax credit or other Tax attribute (a “Tax Attribute”), then Time or its applicable Subsidiary shall waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under applicable Law. In the event that Time or any of its Subsidiaries does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) subject to Section 2.06(b), no payment with respect to such carryback shall be due to Time or any of its Subsidiaries from TWX and (ii) if Time or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, Time shall promptly pay to TWX the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund).

(b) Notwithstanding Section 2.06(a), if TWX determines, in its sole discretion, that it has received, either from Time under Section 2.06(a) or directly from a Taxing Authority, a refund of Taxes that Time has actually paid to TWX or to any Taxing Authority pursuant to this Agreement in connection with a carryback by Time or any of its Subsidiaries of a Tax Attribute to a Pre-Distribution Tax Period, TWX shall pay (or repay) to Time the amount of such refund (net of any Taxes imposed with respect to such refund); provided , however , that Time agrees, upon TWX’s request, to repay such amount (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event TWX is required to repay such refund.

SECTION 2.07. Straddle Periods. (a) For U.S. Federal income Tax purposes, the taxable year of each member of the Time Tax Group that was a member of the TWX Consolidated Group will close as of the end of the Distribution Date. TWX and Time shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Time Tax Group for all other U.S. Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b) For any taxable period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the taxable period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01. Responsibility for Preparing Tax Returns. (a) Except as described in Section 3.01(b), TWX shall timely prepare any Tax Returns of the TWX Tax Group and the Time Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. If Time is responsible for filing any such Tax Return under Section 3.03(a), TWX shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to Time reasonably in advance of the applicable filing deadline.

(b) Time shall timely prepare (i) all 2014 UK Returns and (ii) any Tax Returns of the Time Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date if such Tax Returns are of a type that a member of the Time Tax Group has historically been responsible for preparing, including Tax Returns set forth on Schedule 3.01(b). If TWX is responsible for filing any such Tax Return under Section 3.03(a), Time shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to TWX reasonably in advance of the applicable filing deadline.

(c) Except as otherwise described on Schedule 3.01(c), to the extent that any Tax Return described in Section 3.01(a) or (b) directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer, or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a TWX Consolidated Group that do not relate primarily to the Time Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by the other Party; and (v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to the other Party’s potential indemnification obligation (or refund entitlement), any reasonable comments made by the other Party relating to the Tax Return Preparer’s compliance with clause (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return.

SECTION 3.02. Information Packages. Each Party (i) shall provide to the other Party (in the format reasonably determined by the other Party) all information and assistance requested by the other Party as reasonably necessary to prepare any Tax Return described in Section 3.01(a) or (b) on a timely basis consistent with the current practices of TWX and its Subsidiaries in preparing Tax Returns and (ii) in so providing such information and assistance, shall use any systems and third party service providers as are consistent with the current practices of TWX and its Subsidiaries in preparing Tax Returns.

SECTION 3.03. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return; provided , that (i) no Group Member shall file, amend, withdraw, revoke or otherwise alter any Tax Return that relates to any event occurring on or before the Distribution Date and (ii) neither Time nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of any TWX Consolidated Group, in each case, without the prior written consent of TWX, which shall not be unreasonably withheld or delayed, except that TWX’s consent shall not be required for the filing of any Tax Return (without amendment) prepared by TWX pursuant to Section 3.01(a). The obligation to make payments pursuant to this Section 3.03(a) shall not affect a Party’s right, if any, to receive payments under Section 3.03(b) or otherwise be indemnified with respect to that Tax liability.

(b) In addition to its obligations under Section 3.01(c), the relevant Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a) or (b), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.03(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

SECTION 3.04. Tax Contests. (a) TWX or Time, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.04(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(b) TWX and Time each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed; provided , that Time agrees to, and shall not dispute or contest, any affirmative adjustments that are described on Schedule 3.04(b) (as such schedule may be adjusted by agreement of the Parties prior to delivery to the IRS).

(c) TWX and Time shall have the right to control jointly the conduct and settlement of any Transaction Tax Contest. Notwithstanding the foregoing, TWX shall be entitled to control exclusively the conduct and settlement of any Transaction Tax Contest if TWX notifies Time that (notwithstanding the rights and obligations of the Parties under this Agreement) TWX agrees to pay (and indemnify Time against) any Transaction Taxes resulting from such Transaction Tax Contest.

(d) In any case where the Parties control jointly the conduct and settlement of any Tax Contest (or portion or aspect thereof): (i) neither Party shall accept or enter into any settlement of such Tax Contest (or the relevant portion or aspect thereof) without the consent of the other Party, which shall not be unreasonably withheld or delayed, (ii) both Parties shall have a right to review and consent, which consent shall not be unreasonably withheld or delayed, to any correspondence or filings to be submitted to any Taxing Authority with respect to such Tax Contest (or the relevant portion or aspect thereof) and (iii) both Parties shall have the right to attend any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority, in each case with respect to such Tax Contest (or the relevant portion or aspect thereof).

SECTION 3.05. Expenses and Applicability. (a) Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

(b) This Article III shall not apply before the Distribution.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinions to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP or Herbert Smith Freehills LLP, in each case that are true and correct.

(b) Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations.

SECTION 4.03. Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), Time shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:

(i) enter into any Proposed Acquisition Transaction;

(ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither Time nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of Time’s charter or bylaws or otherwise);

(iii) liquidate or partially liquidate Time, whether by merger, consolidation or otherwise ( provided that, for the avoidance of doubt, a merger of another entity into Time or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));

(iv) cause or permit Time to cease to engage in the Active Trade or Business;

(v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the consolidated gross assets that Time held immediately before the Distribution ( provided , however , that the foregoing shall not apply to (A) sales, transfers or dispositions of assets in the Ordinary Course of Business, (B) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (C) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (D) any mandatory or optional repayments (or prepayments) of any indebtedness of Time or any of its Subsidiaries); or

(vi) redeem or otherwise repurchase (directly or indirectly) any Time Capital Stock, except to the extent such redemptions or repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48).

(b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from any

other Person or Persons, an interest in Time Capital Stock that, when combined with any other acquisitions of Time Capital Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 30% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in Time for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of Time Capital Stock and any amendment to the certificate of incorporation (or other organizational documents) of Time shall be treated as an indirect acquisition of Time Capital Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in Time for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by Time of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of Time Capital Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of Time Capital Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations.

(c) If Time merges or consolidates with another entity to form a new entity, references in this Agreement to Time shall be to that new entity and Time Capital Stock shall refer to the capital stock or other relevant instruments or rights of that new entity.

(d) The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04. Consent to Take Certain Restricted Actions. (a) Time may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.03(a) if TWX consents. TWX may not withhold its consent if Time has provided it with Satisfactory Guidance.

(b) For purposes of this Agreement, “Satisfactory Guidance” means either a Ruling or an Unqualified Tax Opinion, at the election of Time, in either case satisfactory to TWX in both form and substance, including with respect to any underlying assumptions or representations and any legal analysis contained therein, and concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its U.S. Intended Tax Treatment.

(c) For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor that permits reliance by TWX. The Tax

Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each step of the Transactions would have qualified for its U.S. Intended Tax Treatment if the action in question did not occur.

SECTION 4.05. Procedures Regarding Opinions and Rulings. (a) If Time notifies TWX that it desires to take a restricted action described in Section 4.03(a) and seeks Satisfactory Guidance for purposes of Section 4.04, TWX, at the request of Time, shall use commercially reasonable efforts to expeditiously obtain, or assist Time in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, TWX shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, Time fails to certify that all information and representations relating to Time or any Subsidiary of Time in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. Time shall reimburse TWX for all reasonable out-of-pocket costs and expenses incurred by TWX or any Subsidiary of TWX in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from TWX therefor.

(b) TWX shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of Tax counsel or an accounting firm relating to the Transactions at any time in TWX’s sole discretion. Time, at the request of TWX, shall use commercially reasonable efforts to expeditiously obtain, or assist TWX in obtaining, any such Ruling, other guidance or opinion; provided , however , that Time shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. TWX shall reimburse Time for all reasonable out-of-pocket costs and expenses incurred by Time or any Subsidiary of Time in obtaining a Ruling, other guidance or opinion requested by TWX within 10 business days after receiving an invoice from Time therefor.

(c) TWX shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Time shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Time pursuant to Section 4.05(a) or that can reasonably be expected to affect Time’s liabilities under this Agreement, TWX shall (i) keep Time informed of all material actions taken or proposed to be taken by TWX, (ii) reasonably in advance of the submission of any ruling request provide Time with a draft thereof, consider Time’s comments on such draft and provide Time with a final copy thereof and (iii) provide Time with notice reasonably in advance of, and (subject to the approval of the IRS) permit Time to attend, any formally scheduled meetings with the IRS that relate to such Ruling.

(d) Notwithstanding anything herein to the contrary, Time shall not seek a ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if TWX determines that there is a reasonable possibility that such action could have a significant adverse impact on TWX or any Subsidiary of TWX.

SECTION 4.06. Notification and Certification Regarding Certain Acquisition Transactions. If Time proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, Time shall undertake in good faith to provide TWX, no later than 10 business days following the signing of any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of Time Capital Stock to be acquired) and a brief explanation as to why Time believes that such transaction does not result in the application of Section 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 30%.

SECTION 4.07. Reporting. TWX and Time shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each step of the Transactions as qualifying for its U.S. Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.08. Tax Treatment of Certain Amounts Paid Pursuant to the EMA. (a) All capitalized terms used in this Section 4.08 but not defined in this Agreement shall have the meanings ascribed to them in the EMA.

(b) Any U.S. Federal, state and local income Tax deduction arising as a result of (i) the exercise, vesting or settlement of any TWX Equity Compensation Awards held by Post-Separation Time Employees and Former Time Employees and (ii) the payment of the TWX Dividend Equivalent Reimbursement Amounts pursuant to Section 18.02 of the EMA shall, in each case, be claimed (if and when permitted by applicable Law) by TWX or one of its Subsidiaries, as applicable; provided , however , that if a deduction claimed by TWX or one of its Subsidiaries pursuant to this Section 4.08(b) is disallowed by a Taxing Authority for any reason, Time or one of its Subsidiaries, as applicable, shall amend its applicable Tax Return to claim such deduction and pay to TWX an amount equal to the Tax benefit actually realized by Time or any of its Subsidiaries resulting from such deduction; provided , however , that TWX, upon the request of Time, shall repay any amount paid to TWX under this Section 4.08(b) (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event Time is required to surrender such Tax benefit.

(c) Each Party shall timely provide the other Party with all information reasonably necessary for such other Party to exercise its rights and comply with its obligations under Section 4.08(b).

SECTION 4.09. Agreement Regarding Dual Consolidated Losses. Time shall enter into such agreements (including new domestic use agreements under

Section 1.1503(d)-6(f)(2) of the Regulations), make such elections and take such other actions, in each case as reasonably requested by TWX or as otherwise required in order to avoid causing the Distribution to be a “triggering event” requiring recapture of any “dual consolidated loss” (in each case, within the meaning of Section 1503(d) of the Code and the Regulations thereunder) for which a TWX Consolidated Group has made a “domestic use election” under Section 1.1503(d)-6(d) of the Regulations and that was incurred by a member of the Time Tax Group during a Pre-Distribution Period. The Parties shall cooperate in implementing this Section 4.09.

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, as applicable, for the relevant period.

SECTION 5.03. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise

provided in Section 3.03(b), the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b) Except as otherwise provided in Section 3.03(b), the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.03(b) or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.03(b).

SECTION 5.04. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment (including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii)).

SECTION 5.05. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by TWX and Time for all Tax purposes as a distribution from Time to TWX immediately prior to the Distribution (if made by Time to TWX) or as a contribution from TWX to Time immediately prior to the Distribution (if made by TWX to Time), except as otherwise required by applicable Law or a Determination.

SECTION 5.06. Tax Disputes. Notwithstanding Section 7.06, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute (i) relating to liability for Transaction Taxes or (ii) in which the amount of liability in dispute exceeds $20 million (a “Tax Dispute”). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Tax Advisor to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the

Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to a Tax Advisor, after 45 calendar days the Parties are unable to find a Tax Advisor willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06 shall cease to apply to that Tax Dispute.

SECTION 5.07. Treatment of Certain Payments. Any cash transfers between TWX and Time pursuant to paragraph 3 or 6 of Schedule II to the Separation Agreement, and the assumption by TWX of a liability pursuant to an Assignment and Assumption Agreement dated as of June 4, 2014, by and among TWX, This Old House Ventures, Inc. and Time, shall be treated by TWX and Time for all Tax purposes as adjustments to the amount of the Special Dividend, except as otherwise required by applicable Law or a Determination.

ARTICLE VI

U.K. Tax Matters

SECTION 6.01. Corporation Tax Group Payment Arrangements. (a) Within 10 business days of receiving notice from TWX or the Nominated Company of the discharge described in this Section 6.01(a), Time shall pay, or cause the Group Members that are party to the GPA (each a “GPA Member”) to pay, to the Nominated Company (to the extent not previously actually paid by Time or one of its Subsidiaries to TWX or one of its Subsidiaries pursuant to Article II, the GPA or otherwise) an amount equal to the amount of corporation Tax that has been discharged by the Nominated Company on behalf of any GPA Member pursuant to the GPA.

(b) TWX shall, as soon as practicable after the Distribution (if not done before the Distribution), cause each GPA Member to be removed, (i) effective from the beginning of the accounting period commencing on January 1, 2013, from the GPA and (ii) effective as of the Distribution Date, from any simplified arrangements for Group Relief under the Corporation Tax (Simplified Arrangements for Group Relief) Regulations 1999.

(c) TWX shall ensure, so far as possible, that no GPA payment apportioned to a GPA Member is reapportioned to any other company without the prior written consent of Time, which shall not be unreasonably withheld or delayed.

(d) At the written request of Time, TWX shall provide Time with such details as it may reasonably request as to the GPA payments made by the GPA Members prior to the Distribution and the apportionments of those GPA payments under the GPA.

(e) For purposes of Section 2.02(a)(i), the Time Tax Group’s share of any Taxes attributable to any GPA Member for any taxable period during which such GPA Member was a member of the GPA shall be the amount finally allocated to that member by the Nominated Company pursuant to the GPA.

SECTION 6.02. Group Relief Payment Provisions. (a) Time shall cause the IPC Tax Group and the TAEHL Tax Group to make any Group Relief claims (including provisional or final claims for set-off) and elections and to give any consents in respect of Group Relief (including accepting the surrender of Group Relief) in each case to the extent lawfully possible in respect of any taxable period beginning before the Distribution Date of or with respect to any Group Member that TWX may direct in writing; provided , that this Section 6.02(a) shall not require any Group Member to surrender any Group Relief to any entity other than any other Group Member.

(b) If, pursuant to Section 6.02(a), Group Relief is surrendered to a Group Member, Time shall, or shall cause the relevant Group Member to, at the direction of TWX, pay to the surrendering company an amount to be determined by TWX in its sole discretion (but not exceeding the Taxes saved, plus any interest or repayment supplement received, by the relevant Group Member as a result of the surrender). Time shall make any such payment, or cause any such payment to be made, on or before the due date of the Taxes saved as a result of the surrender (or, if such due date has already passed, within 10 business days of receipt of notice from TWX or, where the Tax in question has been paid to the relevant Taxing Authority, within 10 business days of receiving a repayment of (or obtaining credit or reduction in subsequent Taxes for) the same from such Taxing Authority); provided , that Time shall make the portion of any such payment representing interest or a repayment supplement within 2 business days of receipt of the interest or repayment supplement by the relevant Group Member.

(c) If, after the Distribution, TWX or any of its Subsidiaries pays any amount to any member of the Time Tax Group in respect of a reduction of any surrender pursuant to the provisions at paragraph 75 of Schedule 18 Finance Act 1998 (a “Repayment”), any Indemnity Payment otherwise payable by TWX to Time or any of its Subsidiaries with respect to any resulting Tax shall be reduced to the extent of such Repayment.

(d) If, after the Distribution, TWX or any of its Subsidiaries makes any Repayment, Time shall repay, or cause to be repaid, to TWX any Indemnity Payment already paid by TWX to Time or any of its Subsidiaries with respect to any resulting Tax to the extent of such Repayment.

SECTION 6.03. This Article VI shall not apply before the Distribution.

ARTICLE VII

Miscellaneous

SECTION 7.01. Termination. This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 7.02. Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 7.03. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 7.04. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Sections 7.01(c) and (d) and 7.08 of the Separation Agreement.

SECTION 7.05. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 7.06. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 7.07. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY

MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.07.

SECTION 7.08. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale of all or substantially all of such Party’s assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 7.08 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 7.09. Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 7.10. Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in Section 12.05 of the Separation Agreement. In addition, copies of all documents mentioned in the preceding sentence shall also be sent to the address set forth below:

If to TWX, to:

Time Warner Inc.

One Time Warner Center New York, NY 10019

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

If to Time, to:

Time Inc.

1271 Avenue of the Americas

New York, NY 10020

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Chrysler Center

666 Third Avenue

New York, NY 10017

Either Party may, by notice to the other Party, change the address to which such copies of documents are to be given.

SECTION 7.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 7.12. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 7.13. Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of

any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 7.14. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, TWX shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Time shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific enforcement is an integral part of this Agreement and without that right, neither TWX nor Time would have entered into this Agreement.

SECTION 7.15. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 7.16. Interpretation. The rules of interpretation set forth in Section 12.14 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis . NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH STEP OF THE TRANSACTIONS QUALIFY FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 7.17. Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Exhibit 10.3

EXECUTION COPY

EMPLOYEE MATTERS AGREEMENT

By and Between

TIME WARNER INC.

and

TIME INC.

Dated as of June 4, 2014

TABLE OF CONTENTS

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ii

iii

iv

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EMPLOYEE MATTERS AGREEMENT (this “ Agreement ”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“ TWX ”), and TIME INC., a Delaware corporation (“ Time ”, and together with TWX, the “ Parties ”).

R E C I T A L S

WHEREAS the Parties are entering into the Separation and Distribution Agreement (the “ Separation Agreement ”) concurrently herewith, pursuant to which TWX intends to distribute to its shareholders its entire interest in Time by way of a stock dividend to be made to holders of TWX Common Stock (as defined below) (the “ Distribution ”);

WHEREAS, in preparation for the Distribution, certain members of the Time Group (as defined below) established certain U.S. welfare and benefit plans and programs effective as of early January 2014 and certain U.K. welfare and benefit plans effective as of early April 2014, with respect to which TWX will provide certain administrative support through the Distribution Date; and

WHEREAS the Parties wish to set forth their agreements as to certain matters regarding employment, compensation, employee benefits and arrangements with non-employee service providers.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For purposes of this Agreement, the following terms shall have the following meanings.

“ 401(k) Effective Date ” has the meaning set forth in Section 9.01 .

“ 401(k) Transfer Date ” has the meaning set forth in Section 9.02 .

“ Action ” shall mean any claim, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“ Agreement ” has the meaning set forth in the preamble.

“ Ancillary Agreements ” means the TSA, TMA, Credit Support Agreement, Group Data Processing Agreement, IT Applications and Database

Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by the Separation Agreement.

“ Applicable Recharge Agreements ” has the meaning set forth in Section 15.06 .

“ Bairstow ” has the meaning set forth in Section 15.02 .

“ Bairstow Employment Agreement ” has the meaning set forth in Section 15.02 .

“ Benefit Plan ” shall mean any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored or maintained by such entity or to which such entity is a party.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“ Converted Time Option ” has the meaning set forth in Section 15.02 .

“ Converted Time RSU ” has the meaning set forth in Section 15.02 .

“ Credit Support Agreement ” shall mean the Credit Support Agreement dated as of the date of the Separation Agreement by and between TWX and Time.

“ Distribution ” has the meaning set forth in the recitals.

“ Distribution Date ” means the date on which the Distribution occurs.

“ Employee ” shall mean any individual employed by another Person.

“ Employment Taxes ” shall mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an Employee or Service Provider.

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended.

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“ Established U.K. Time Welfare Plans ” has the meaning set forth in Section 14.04(d) .

“ Established U.S. Time Welfare Plans ” has the meaning set forth in Section 6.01 .

“ Establishment Date ” shall mean the date on which the applicable Time Benefit Plan was or will be established.

“ Fair Market Value ” of a share of TWX Common Stock or Time Common Stock shall mean, with respect to any given date, (a) if there should be a public market for such stock on such date, the closing sale price of such stock on the NYSE Composite Tape, or, if such stock is not listed or admitted on any national securities exchange, the average of the per share closing bid price and per share closing asked price on such date for such stock as quoted on the NASDAQ (or such market in which such prices are regularly quoted), or, if no sale of shares of such stock shall have been reported on the NYSE Composite Tape or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of shares of such stock have been so reported or quoted shall be used and (b) if there should not be a public market for such stock on such date, the Fair Market Value shall be the value established by TWX or Time in good faith.

“ Forfeited TWX Equity Compensation Award ” has the meaning set forth in Section 15.03 .

“ Former Time Employee ” shall mean, as of an applicable date, each individual who is a former Employee of a member of the Time Group (including each Noncovered Former TWX Employee who was employed by the Time Group at the time that employment with both Groups terminated and each former Employee of the Time Group whose employment with the Time Group terminated due to long-term disability) but excluding any Transferred To TWX Employee and any Noncovered Former Time Employee. For purposes of this Agreement, references to a “Former Time Employee” shall not be deemed to refer to a Salary Continuation Former Employee, who shall be addressed specifically where applicable.

“ Former Time Service Provider ” shall mean each individual or entity that is a former Service Provider of a member of the Time Group.

“ Governmental Authority ” shall mean any Federal, state, local, domestic, foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority.

“ Group ” shall mean either the TWX Group or the Time Group, as the context requires.

“ Group Data Processing Agreement ” shall mean the Group Data Processing Agreement dated as of the date of the Separation Agreement by and between TWX and Time.

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“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product) and other technical, financial, Employee, Service Provider or business information or data.

“ IPC ” shall mean IPC Media Limited.

“ IPC Pension Scheme ” has the meaning set forth in Section 14.04(b) .

“ IT Applications and Database Agreement ” shall mean the IT Applications and Database Agreement dated as of the date of the Separation Agreement by and between TWX and Time.

“ Liabilities ” shall mean any and all claims, debts, demands, actions, causes of action, suits, damages, obligations, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make whole agreements and similar obligations and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising and including those arising under any law, rule, regulation, Action, threatened or contemplated Action, order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind and those arising under any contract, commitment or undertaking, including those arising under this Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities (a) shall include attorneys’ fees, the costs and expenses of all assessments, judgments, settlements and compromises and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence and (b) shall not include liabilities or requirements related to Taxes.

“ Noncovered Former Time Employee ” shall mean any former Employee of a member of the Time Group who became an employee of a member of the TWX Group prior to January 1, 2014.

“ Noncovered Former TWX Employee ” shall mean any former Employee of a member of the TWX Group who became an employee of a member of the Time Group prior to January 1, 2014.

“ Parties ” has the meaning set forth in the preamble.

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“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

“ Post-Separation Time Employee ” shall mean each Employee who is employed by a member of the Time Group immediately following the Distribution, including each Transferred To Time Employee.

“ Ripp ” has the meaning set forth in Section 15.02 .

“ Ripp Employment Agreement ” has the meaning set forth in Section 15.02 .

“ Salary Continuation Former Employee ” shall mean any former Time Employee who was employed by Time or a U.S. Subsidiary of Time immediately prior to termination of his or her employment, is receiving salary continuation severance payments or separation payments and, during such period of continued payments, continues to be treated like an active Employee for purposes of participation in certain health and welfare plans.

“ Separation Agreement ” has the meaning set forth in the recitals.

“ Service Provider ” shall mean any individual or entity providing services for another Person, whether as an independent contractor or other similar role (other than as an Employee).

“ Subsidiary ” of any Person shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided , however , that (a) no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person and (b) solely for purposes of this Agreement, Time and its Subsidiaries shall not be considered Subsidiaries of TWX prior to the Distribution.

“ Taxes ” shall mean all forms of taxation or duties imposed, or required to be collected or withheld, including (but not limited to) all forms of income taxes, social insurance charges, payroll tax payments or other tax-related amounts, together with any related interest, penalties or other additional amounts.

“ Time ” has the meaning set forth in the preamble.

“ Time 401(k) Plan ” has the meaning set forth in Section 9.01 .

“ Time Atlantic ” shall mean Time Atlantic Europe Holdings Limited.

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“ Time Benefit Plan ” shall mean any Benefit Plan sponsored or maintained by any member of the Time Group.

“ Time Canada ” shall mean Time Canada Ltd.

“ Time Canada DC Plan ” has the meaning set forth in Section 14.05 .

“ Time Common Stock ” shall mean the common stock, $0.01 par value per share, of Time.

“ Time Employee ” shall mean, as of an applicable date, each Employee employed by a member of the Time Group, including any individual who is on a leave of absence (including short-term disability but excluding long-term disability) from which such Employee is permitted to return to active employment in accordance with the Time Group’s personnel policies and including any Noncovered Former TWX Employee who is not a Former Time Employee, but excluding (i) any Former Time Employee, (ii) any Noncovered Former Time Employee and (iii) as of the applicable Transfer Time, any Transferred To TWX Employee.

“ Time Excess Benefit Pension Plan ” has the meaning set forth in Section 8.02 .

“ Time Excess Pension Participants ” shall mean each individual who is or was a participant in the TWX Excess Pension Benefit Plan and (i) at any time on or following January 1, 2014, was or became a Time Employee (including any Transferred To Time Employee but excluding any Transferred To TWX Employee) or (ii) at any time on or following December 31, 2013, was or became a Salary Continuation Former Employee.

“ Time Flexible Spending Account Plan ” has the meaning set forth in Section 11.01 .

“ Time Group ” shall mean Time and each of its Subsidiaries. For all purposes of this Agreement, IPC, Time Atlantic and Time Canada and their respective Subsidiaries shall be considered Subsidiaries of Time and members of the Time Group.

“ Time Indemnitees ” shall mean Time, each other member of the Time Group and each of their respective former and current directors, officers and Employees, and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Time Nonqualified Plans ” has the meaning set forth in Section 10.01 .

“ Time Service Provider ” shall mean, as of an applicable date, each Service Provider providing services to a member of the Time Group.

“ Time Transaction Bonuses ” has the meaning set forth in Section 3.05 .

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“ Time Transportation Benefit Program ” has the meaning set forth in Section 12.01 .

“ Time U.K. Group Personal Pension Plan ” has the meaning set forth in Section 14.04(c) .

“ Time U.S. Workers’ Compensation Program ” has the meaning set forth in Section 6.03 .

“ TMA ” shall mean the Tax Matters Agreement dated as of the date of the Separation Agreement by and between TWX and Time.

“ TMEL ” has the meaning set forth in Section 14.04(a) .

“ Transfer Time ” shall mean the time at which (i) a Transferred To TWX Employee commences employment with a member of the TWX Group or (ii) a Transferred To Time Employee commences employment with a member of the Time Group, as applicable.

“ Transferred To Time Employee ” has the meaning set forth in Section 2.01 .

“ Transferred To TWX Employee ” has the meaning set forth in Section 2.02 .

“ TSA ” means the Transition Services Agreement dated as of the date of this Agreement between TWX and Time.

“ TWUKPP Exit Time ” has the meaning set forth in Section 14.04(a) .

“ TWX ” has the meaning set forth in the preamble.

“ TWX 401(k) Plan ” has the meaning set forth in Section 9.01 .

“ TWX Benefit Plan ” shall mean any Benefit Plan sponsored or maintained by any member of the TWX Group.

“ TWX Benefit Plan Costs ” has the meaning set forth in Section 16.02 .

“ TWX Benefit Plan Costs Reimbursement Amount ” shall mean, with respect to any calendar quarter ending at or after the Distribution Date, the amount, if any, by which the TWX Benefit Costs incurred by the members of the TWX Group during such calendar quarter exceed the TWX Benefit Plan Rebates received by the members of the TWX Group during such calendar quarter (in each case, as set forth in Section 16.02 ), which amount shall be paid pursuant to Section 18.01 .

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“ TWX Benefit Plan Rebates ” has the meaning set forth in Section 16.02 .

“ TWX Benefit Plan Rebate Reimbursement Amount ” shall mean, with respect to any calendar quarter ending at or after the Distribution Date, the amount, if any, by which the TWX Benefit Plan Rebates received by the members of the TWX Group during such calendar quarter exceed the TWX Benefit Plan Costs incurred by the members of the TWX Group during such calendar quarter, which amount shall be paid pursuant to Section 18.02 .

“ TWX Common Stock ” shall mean the common stock, $0.01 par value per share, of TWX.

“ TWX Dividend Equivalents ” shall mean cash dividend equivalents based on cash dividends declared and paid by TWX on the TWX Common Stock that are paid with respect to TWX RSUs held by Post-Separation Time Employees, Salary Continuation Former Employees or Former Time Employees.

“ TWX Dividend Equivalent Reimbursement Amount ” shall mean an amount equal to the TWX Dividend Equivalent payments made by a member of the Time Group to Post-Separation Time Employees, Salary Continuation Former Employees or Former Time Employees pursuant to Section 15.01 . For the avoidance of doubt, such amount shall not include the employer-paid portion of any Employment Taxes due with respect to such amount.

“ TWX Equity Compensation Award ” has the meaning set forth in Section 15.01 .

“ TWX Equity Compensation Award Withholding Reimbursement Amount ” shall mean the sum of (i) the Fair Market Value of the shares of TWX Common Stock (if any) withheld by a member of the TWX Group (determined as of the date that such shares are withheld) and (ii) the cash paid over to a member of the TWX Group, in each case, pursuant to Section 15.04 in connection with the exercise of a TWX Option or the vesting or settlement of a TWX RSU held by a Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee. For the avoidance of doubt, such amount shall not include the employer-paid portion of any Employment Taxes due with respect to such amount.

“ TWX Equity Reimbursement Amounts ” shall mean amounts payable to TWX with respect to each exercise, vesting or settlement, as applicable, of TWX Equity Compensation Awards as determined pursuant to the Applicable Recharge Agreements (or the surviving terms and conditions thereof, as applicable at the time of such exercise, vesting or settlement, as the case may be).

“ TWX Excess Benefit Pension Plan ” has the meaning set forth in Section 8.02 .

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“ TWX Flexible Spending Account Plan ” has the meaning set forth in Section 11.01 .

“ TWX Group ” shall mean TWX and each of its Subsidiaries.

“ TWX Indemnitee ” shall mean TWX, each other member of the TWX Group and each of their respective former and current directors, officers and Employees, and each of the heirs, executors, successors and assigns.

“ TWX Nonqualified Plans ” has the meaning set forth in Section 10.01 .

“ TWX Option ” has the meaning set forth in Section 15.01 .

“ TWX RSU ” has the meaning set forth in Section 15.01 .

“ TWX Services ” has the meaning set forth in Section 16.01 .

“ TWX Services Reimbursement Amounts ” has the meaning set forth in Section 16.01 .

“ TWX Transportation Benefit Plan ” has the meaning set forth in Section 12.01 .

“ TWX U.S. Pension Plan ” has the meaning set forth in Section 8.01 .

“ TWX U.S. Workers’ Compensation Program ” has the meaning set forth in Section 6.03 .

“ TWX Welfare Plan ” shall mean each Welfare Plan sponsored or maintained by a member of the TWX Group.

“ Welfare Plan ” shall mean each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits.

“ U.S. Workers’ Compensation Effective Date ” has the meaning set forth in Section 6.03 .

“ U.S. Workers’ Compensation Event ” shall mean the event, injury, illness or condition giving rise to a workers’ compensation claim with respect to a Time Employee who is employed primarily in the U.S.

“ U.S. Workers’ Compensation Reimbursement Amounts ” shall mean the amount, if any, by which (i) the amount actually payable by the members of the TWX Group in respect of the participation of Time Employees, Salary Continuation Former Employees and Former Time Employees in the TWX U.S. Workers’ Compensation Plan for any period prior to the U.S. Workers’ Compensation Effective Date exceeds (ii) the amount that the TWX Group charged the members of the Time Group in respect of such period of participation.

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“ Withholding Amount ” has the meaning set forth in Section 15.04 .

ARTICLE II

General Principles; Transfer of Certain U.S. Employees; Service Providers

Except as specifically set forth herein, the terms of this Article II (other than Sections 2.03 , 2.04 and 2.05 ) apply solely to Employees who work primarily in the U.S.

SECTION 2.01. Transfer of Transferred To Time Employees. Prior to the Distribution, TWX shall, or shall cause its Subsidiaries to, transfer to a member of the Time Group the employment of each Employee set forth on Schedule 2.01, such that these individuals are not Employees of the TWX Group at the time of the Distribution. Schedule 2.01 may be updated by mutual agreement of TWX and Time from time to time prior to the Distribution. Each Employee who is transferred to the Time Group pursuant to this Section 2.01 is referred to herein as a “ Transferred To Time Employee ”.

SECTION 2.02. Transfer of Transferred To TWX Employees. Prior to the Distribution, Time shall, or shall cause its Subsidiaries to, transfer or cause to be transferred to a member of the TWX Group the employment of each Employee set forth on Schedule 2.02, such that these individuals are not Employees of the Time Group at the time of the Distribution. Schedule 2.02 may be updated by mutual agreement of TWX and Time from time to time prior to the Distribution. Each Employee who is transferred to the TWX Group pursuant to this Section 2.02 is referred to herein as a “ Transferred To TWX Employee ”.

SECTION 2.03. Collectively Bargained Employees. All provisions contained in this Agreement shall apply equally to any Employee who is covered by a collective bargaining, works council or other labor union agreement (including any such Employee who is employed primarily outside the U.S.), except to the extent that any such agreement specifically provides for the benefit contemplated by such provision and, in each such case, the agreement shall apply rather than the terms of this Agreement.

SECTION 2.04. Noncovered Former Time Employees; Noncovered Former TWX Employees; Time Service Providers; Former Time Service Providers. Except as otherwise provided in this Agreement, the members of the TWX Group shall be responsible for all actual or potential employment Liabilities relating to periods during which Noncovered Former TWX Employees were employed by the TWX Group (including any such Employees who were employed outside the U.S.), and members of the Time Group shall be responsible for all actual or potential employment Liabilities relating to periods during which Noncovered Former Time Employees were employed by the Time Group (including any such Employees who were employed outside the U.S.). Except as otherwise specifically provided in this Agreement, the provisions of this

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Agreement do not apply to Time Service Providers and Former Time Service Providers and the members of the Time Group shall be responsible for all actual or potential Liabilities relating to periods during which Time Service Providers and Former Time Service Providers provided services to members of the Time Group (including any such Service Providers who provided services outside the U.S.), including (a) Liabilities relating to the misclassification of any Person as a Service Provider and not as an Employee of a member of the Time Group, (b) Liabilities for Taxes (including any Employment Taxes) with respect to such Time Service Provider or Former Time Service Provider, (c) accounts payable owed to any Time Service Provider or Former Time Service Provider and (d) any claims made by any Time Service Provider or Former Time Service Provider with respect to benefits under any Benefit Plan.

SECTION 2.05. Benefit Plans. Except as otherwise specifically provided in this Agreement, (a) each Time Employee and Salary Continuation Former Employee (and each of their respective dependents and beneficiaries) ceased active participation in, and the members of the Time Group ceased to be participating employers in, all TWX Benefit Plans listed on Schedule 2.05(a) and, effective as of the applicable Establishment Dates set forth in such schedule, Time Employees and Salary Continuation Former Employees began participating in the corresponding Time Benefit Plans listed on such schedule, and (b) as of the Distribution Date, each Time Employee and Salary Continuation Former Employee (and each of their respective dependents and beneficiaries) shall cease active participation in, and the members of the Time Group shall cease to be participating employers in, all TWX Benefit Plans listed on Schedule 2.05(b) and, as of the applicable time, Time or one or more of its Subsidiaries had in effect or Time shall, or shall cause its Subsidiaries to, have in effect, such corresponding Time Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement, including Sections 6.01 , 6.03 , 6.04 , 7.02 , 8.02 , 9.01 , 9.02 , 9.03 , 10.01 , 11.01 , 12.01 , 15.02 and 15.03 . TWX acknowledges that as of the execution of this Agreement, Time has, or has caused its Subsidiaries to, have in effect the Time Benefit Plans listed on Schedule 2.05(a). As of the Distribution Date, except as otherwise specifically provided in this Agreement and subject to Section 16.03 , (i) TWX shall, or shall cause one or more members of the TWX Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all TWX Benefit Plans, and (ii) Time shall, or shall cause one or more members of the Time Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Time Benefit Plans. Except as otherwise specifically provided in this Agreement, prior to, on and after the Distribution Date, the Time Group shall be solely responsible for providing payroll services to the Time Employees, Salary Continuation Former Employees and Former Time Employees.

SECTION 2.06. Allocation of Employment Liabilities for Transferred To Time Employees and Transferred To TWX Employees. Except as otherwise specifically provided in this Agreement, effective as of the relevant Transfer Time, (a) the members of the TWX Group shall be responsible for all actual or potential employment and employee benefits-related Liabilities incurred prior to the Transfer Time that relate to the Transferred To Time Employees (or any dependent or beneficiary of any Transferred To Time Employee) and (b) the members of the Time Group shall be

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responsible for all actual or potential employment and employee benefits-related Liabilities incurred at or after the Transfer Time that relate to the Transferred To Time Employees (or any dependent or beneficiary of any Transferred To Time Employee). Except as otherwise specifically provided in this Agreement, effective as of the relevant Transfer Time, (i) the members of the Time Group shall be responsible for all actual or potential employment and employee benefits-related Liabilities incurred prior to the Transfer Time that relate to the Transferred To TWX Employees (or any dependent or beneficiary of any Transferred To TWX Employee) and (ii) the members of the TWX Group shall be responsible for all actual or potential employment and employee benefits-related Liabilities incurred at or after the Transfer Time that relate to the Transferred To TWX Employees (or any dependent or beneficiary of any Transferred To TWX Employee).

ARTICLE III

Annual Bonuses for Year of Distribution

Except as specifically set forth herein, the terms of this Article III (other than Sections 3.03 , 3.04 and 3.05 ) apply solely to Employees who work primarily in the U.S.

SECTION 3.01. Transferred To Time Employee Bonuses. The members of the Time Group shall (a) determine the amount of the bonus (if any) payable to each Transferred To Time Employee under the applicable annual incentive plan or arrangement of a member of the Time Group for the year that includes the applicable Transfer Time and (b) be solely liable for any such bonus.

SECTION 3.02. Transferred To TWX Employee Bonuses. The members of the TWX Group shall (a) determine the amount of the bonus (if any) payable to each Transferred To TWX Employee under the applicable annual incentive plan or arrangement of a member of the TWX Group for the year that includes the applicable Transfer Time and (b) be solely liable for any such bonus.

SECTION 3.03. Time Annual Incentive Plan; Time Annual Sales Incentive Plan. The Time Group shall retain all Liabilities with respect to Time Employees, Salary Continuation Former Employees and Former Time Employees (including Time Employees or Former Time Employees who are employed primarily outside the U.S.) under each applicable annual cash incentive plan or arrangement of a member of the Time Group, including the Time Annual Incentive Plan and the Time Advertising Sales Incentive Plan, in each case, that relate to the year that includes the Distribution.

SECTION 3.04. Time Long-Term Incentive Plan. The Time Group shall retain all Liabilities with respect to Time Employees, Salary Continuation Former Employees, Former Time Employees or any other Employees (including Time Employees, Former Time Employees, Noncovered Former Time Employees or any other Employees employed primarily outside the U.S.) under the Time Inc. 2012-2014 Cash Long-Term Incentive Plan.

SECTION 3.05. Time Transaction Bonuses. The Parties acknowledge that certain Time Employees (including any such Time Employees employed outside the U.S.) may be entitled to receive a cash bonus payment on account of the occurrence of the Distribution (the “ Time Transaction Bonuses ”). The Time Group shall retain Liability with respect to the Time Transaction Bonuses.

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ARTICLE IV

Service Credit

SECTION 4.01. TWX Benefit Plans. As of the Distribution Date (or, if earlier, the date that the applicable Time Benefit Plan is established), service of Time Employees or Salary Continuation Former Employees with any member of the Time Group or any other employer, as applicable, other than any member of the TWX Group, shall not be taken into account for any purpose under the corresponding TWX Benefit Plan, except for purposes of determining the timing of the payment of compensation or the provision of benefits under such TWX Benefit Plan, to the extent that the timing of such payment or provision is triggered under such TWX Benefit Plan by the Time Employee’s or Salary Continuation Former Employee’s separation from service from the Time Group.

SECTION 4.02. Time Benefit Plans. Unless prohibited by applicable law, Time shall, and shall cause its Subsidiaries to, credit service accrued by each Post-Separation Time Employee with, or otherwise recognized for benefit plan purposes by, any member of the TWX Group or the Time Group at the time of or prior to the Distribution for purposes of (a) eligibility and vesting under each Time Benefit Plan under which service is relevant in determining eligibility or vesting, (b) determining the amount of severance payments and benefits (if any) payable under each Time Benefit Plan that provides severance payments or benefits and (c) determining the number of vacation days to which each such Employee will be entitled following the Distribution, in the case of clauses (a), (b) and (c), (i) to the same extent recognized by the relevant members of the TWX Group or Time Group or the corresponding TWX Benefit Plan or Time Benefit Plan immediately prior to the Distribution Date and (ii) except to the extent such credit would result in a duplication of benefits for the same period of service.

ARTICLE V

Severance

Except as specifically set forth herein, the terms of this Article V apply solely to Employees who work primarily in the U.S.

SECTION 5.01. Transferred To Time Employees. Unless required by applicable law or by the terms of any individual agreement, none of the Transferred To

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Time Employees shall be deemed to have terminated employment for purposes of determining eligibility for severance or other separation payments and benefits as a result of the transfers contemplated by Section 2.01 of this Agreement; provided , however , that in the event such transfers result in severance or other separation payments to any Transferred To Time Employee, the TWX Group shall be solely responsible for all such Liabilities.

SECTION 5.02. Transferred To TWX Employees. Unless required by applicable law or by the terms of any individual agreement, none of the Transferred To TWX Employees shall be deemed to have terminated employment for purposes of determining eligibility for severance or other separation payments and benefits as a result of the transfers contemplated by Section 2.02 of this Agreement; provided , however , that in the event such transfers result in severance or other separation payments to any Transferred To TWX Employee, the Time Group shall be solely responsible for all such Liabilities.

SECTION 5.03. Post-Distribution Severance. The Time Group shall be solely responsible for all severance or other separation payments and benefits relating to the termination or alleged termination of any Post-Separation Time Employee’s employment that occurs at the time of or following the Distribution.

ARTICLE VI

Certain U.S. Welfare Benefit Plan Matters

Except as specifically set forth herein, the terms of this Article VI apply solely to Employees who work primarily in the U.S.

SECTION 6.01. Time Welfare Plans. Effective as of the applicable Establishment Date specified on Schedule 6.01, Time established the Welfare Plans listed on Schedule 6.01 (collectively, the “ Established U.S. Time Welfare Plans ”) that were substantially similar to the TWX Welfare Plans in which Time Employees and Salary Continuation Former Employees participated prior to the Establishment Date for the purpose of providing welfare benefit coverage to the Time Employees and Salary Continuation Former Employees (and their respective dependents and beneficiaries). As of the applicable Establishment Date, each Time Employee and Salary Continuation Former Employee ceased participation with respect to themselves and their respective eligible dependents and beneficiaries in the corresponding TWX Welfare Plan.

SECTION 6.02. Allocation of Welfare Benefit Claims. Notwithstanding Section 2.05 , except as otherwise specifically set forth herein, (a) the members of the TWX Group shall retain Liability and responsibility in accordance with the applicable TWX Welfare Plan for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by (i) Time Employees and Salary Continuation Former Employees (and their respective dependents and beneficiaries) under such plans prior to the Establishment Date of the corresponding Time Welfare Plan and (ii) Transferred To

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Time Employees (and their dependents and beneficiaries) under such plans prior to the Transfer Time or, if later, the Establishment Date and (b) the members of the Time Group shall retain Liability and responsibility in accordance with the Time Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by (i) Time Employees and Salary Continuation Former Employees (and their respective dependents and beneficiaries) on or following such Establishment Date and (ii) Transferred To TWX Employees (and their dependents and beneficiaries) on or following the Establishment Date and prior to the Transfer Time. For purposes of this Section 6.02 , a benefit claim shall be deemed to be incurred as follows: (A) when the event giving rise to the benefit under the applicable plan has occurred as set forth in the governing plan documents, if it is clear based on the governing documents of both the TWX Welfare Plan and Time Welfare Plans which plan should be responsible for the claim or if not, as follows: (B) (1) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (2) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, or other event giving rise to such benefits. Except as otherwise specifically set forth herein, the members of the TWX Group shall retain Liability and responsibility in accordance with the applicable TWX Welfare Plan for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) for individuals who, immediately prior to the applicable Establishment Date, are Former Time Employees (and their dependents and beneficiaries), including any such Employee on long-term disability on the applicable Establishment Date.

SECTION 6.03. Workers’ Compensation Claims. In the case of any workers’ compensation claim of any Time Employee who participates in a workers’ compensation program of a member of the TWX Group (each, a “ TWX U.S. Workers’ Compensation Program ”), such claim shall be covered (a) under such TWX U.S. Workers’ Compensation Program if the U.S. Workers’ Compensation Event occurred prior to the earlier of the Distribution Date or June 1, 2014 (such date, as applicable, the “ U.S. Workers’ Compensation Effective Date ”), and (b) under a workers’ compensation program of the Time Group (each, a “ Time U.S. Workers’ Compensation Program ”) if the U.S. Workers’ Compensation Event occurs on or after the U.S. Workers’ Compensation Effective Date. If the U.S. Workers’ Compensation Event occurs over a period both preceding and following the U.S. Workers’ Compensation Effective Date, the claim shall be covered jointly under the TWX U.S. Workers’ Compensation Program and the Time U.S. Workers’ Compensation Program and shall be equitably apportioned between them based upon the relative periods of time that the U.S. Workers’ Compensation Event transpired preceding and following the U.S. Workers’ Compensation Effective Date. The members of the TWX Group shall retain Liability and responsibility in accordance with the TWX U.S. Workers’ Compensation Program for all covered workers’ compensation claims incurred by individuals who, immediately prior to the U.S. Workers’ Compensation Effective Date, are Former Time Employees or Salary Continuation Former Employees, including any such Employee on long-term disability on the U.S. Workers’ Compensation Effective Date. Notwithstanding any provisions of this Section 6.03 , Time shall be obligated to reimburse TWX for the U.S. Worker’s Compensation Reimbursement Amounts in accordance with Section 18.01 .

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SECTION 6.04. COBRA. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) was continuing health coverage pursuant to COBRA or an applicable similar state law prior to January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a “qualifying event” (within the meaning of COBRA) (or similar event under applicable similar state law) that occurred prior to January 1, 2014, TWX and the TWX Welfare Plans shall, subject to Section 16.03 , be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Where a Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective dependents or beneficiaries) begins continuing health coverage pursuant to COBRA or an applicable similar state law on or after January 1, 2014 or is eligible for COBRA continuation coverage because of the occurrence of a “qualifying event” (or similar event under applicable similar state law) occurring on or after January 1, 2014, Time and the Time Welfare Plans shall be responsible for all Liabilities to such Employee (or his or her eligible dependents) in respect of COBRA and any applicable similar state laws. Time shall indemnify, defend and hold harmless the members of the TWX Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by Time, or the failure of Time to meet its COBRA obligations, to Time Employees, Salary Continuation Former Employees, Former Time Employees and their respective eligible dependents.

SECTION 6.05. New York State Unemployment Contributions. Until December 31, 2014, members of the Time Group shall be responsible for making any required New York State unemployment contributions with respect to Time Employees, Salary Continuation Former Employees and Former Time Employees to the joint accounts maintained together with members of the TWX Group. The Parties acknowledge that TWX will apply to dissolve such accounts effective as of December 31, 2014, and the Time Group shall establish new accounts as necessary to comply with such obligations for periods beginning on January 1, 2015.

ARTICLE VII

U.S. Retiree Medical Benefits

Except as otherwise specifically set forth herein, the terms of this Article VII apply solely to Employees who work primarily in the U.S.

SECTION 7.01. Subsidized Retiree Medical Benefits. The TWX Group shall retain all Liabilities with respect to subsidized retiree medical benefits relating to (a) any Time Employees, Salary Continuation Former Employee or Former Time Employees who, immediately prior to the Distribution Date, have satisfied the age and service requirements as eligible for retiree medical benefits under the applicable retiree medical plan sponsored or maintained by a member of the TWX Group or (b) any

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Time Employees who were employed as of December 31, 2013 and who would have satisfied such eligibility criteria if they had remained employed by a member of the TWX Group through December 31, 2015; provided, however, that nothing in this Agreement shall prohibit any member of the TWX Group from amending, modifying or terminating the applicable plan providing such benefits, or prevent the application of any such amendment, modification or termination to any such Employee; provided further that the TWX Group shall not make any such amendment, modification or termination that adversely affects the benefits of any such Employee unless such amendment, modification or termination applies to such Employee on the same basis as applicable to similarly situated participants who, as of the Distribution Date, are former Employees of the TWX Group.

SECTION 7.02. Unsubsidized Retiree Medical Benefits. Effective as of January 1, 2014, Time established an unsubsidized retiree medical benefit program under the Time Inc. Group Health Plan to provide retiree medical benefits to Time Employees, Salary Continuation Former Employees and Former Time Employees who terminated employment with the Time Group on or following such date and who met the eligibility criteria thereunder on the relevant termination date. With respect to such Employees who have terminated, or will terminate, employment with the Time Group on or following January 1, 2014, the Time Group shall be solely responsible for all Liabilities with respect to this program.

ARTICLE VIII

U.S. Defined Benefit Pension Plans

Except as otherwise specifically set forth herein, the terms of this Article VIII apply solely to Employees who work primarily in the U.S.

SECTION 8.01. TWX U.S. Pension Plan. Effective as of the Distribution Date, each Post-Separation Time Employee who is a participant, as of immediately prior to the Distribution Date, in the Time Warner Pension Plan (the “ TWX U.S. Pension Plan ”) shall cease active participation in the TWX U.S. Pension Plan and, without limiting the generality of Section 4.01 , service with any member of the Time Group or any other employer other than any member of the TWX Group from and after the Distribution shall not be taken into account for any purpose under the TWX U.S. Pension Plan. Notwithstanding any provision of this Agreement to the contrary, following the Distribution, the TWX Group shall retain sponsorship of the TWX U.S. Pension Plan and all assets and Liabilities arising out of or relating to the TWX U.S. Pension Plan, and the TWX U.S. Pension Plan shall make payments to Time Employees, Salary Continuation Former Employees and Former Time Employees with vested rights thereunder in accordance with the terms of the TWX U.S. Pension Plan as in effect from time to time and their applicable beneficiaries. The obligations of the members of the Time Group to provide information to the members of the TWX Group in connection with Time Employees, Salary Continuation Former Employees and Former Time Employees participating in the TWX U.S. Pension Plan are set forth in Section 17.01 .

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SECTION 8.02. TWX Excess Benefit Pension Plan. Effective as of the Distribution Date, the Time Group shall establish the Time Inc. Excess Benefit Pension Plan (the “ Time Excess Benefit Pension Plan ”) as a continuation of the Time Warner Excess Benefit Pension Plan (the “ TWX Excess Benefit Pension Plan ”). Pursuant to the TWX Excess Benefit Pension Plan, at all times prior to the Distribution Date, Time and its Subsidiaries have been responsible for all Liabilities with respect to the Time Excess Pension Participants under the TWX Excess Benefit Pension Plan, and pursuant to the Time Excess Benefit Pension Plan, Time and its Subsidiaries shall continue to be responsible for such Liabilities. Time and its Subsidiaries shall make payments to Time Excess Pension Participants who previously had rights under the TWX Excess Benefit Pension Plan in accordance with the terms of the Time Excess Benefit Pension Plan, as in effect from time to time. Effective as of the Distribution Date, TWX and its Subsidiaries shall be responsible for all Liabilities with respect to the TWX Excess Benefit Pension Plan relating to Former Time Employees (other than any Former Time Employee who is a Time Excess Pension Participant), and, from and after the Distribution Date, TWX and its Subsidiaries shall be solely liable for all payments to any such Former Time Employee pursuant to the TWX Excess Benefit Pension Plan. TWX and its Subsidiaries shall make payments to such Former Time Employees with rights under the TWX Excess Benefit Pension Plan in accordance with the terms of such plan, as in effect from time to time. TWX and its Subsidiaries shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Governmental Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Governmental Authority in connection with payments to Former Time Employees (other than any Former Time Employee who is a Time Excess Pension Participant) with rights under the TWX Excess Benefit Pension Plan. Notwithstanding the immediately preceding sentence, at the same time that Time is scheduled to make any reimbursement payments to TWX pursuant to Section 18.01 in connection with any expenses incurred by the TWX Group during the second calendar quarter of 2014, Time shall also reimburse TWX for the amount described in Schedule 8.02. The Time Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Governmental Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Governmental Authority in connection with payments to Time Excess Pension Participants.

ARTICLE IX

U.S. Defined Contribution Plans

Except as otherwise specifically set forth herein, the terms of this Article IX apply solely to Employees who work primarily in the U.S.

SECTION 9.01. Time 401(k) Plan. Effective as of January 1, 2014 (the “ 401(k) Effective Date ”), Time established the Time Inc. Savings Plan, a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “ Time 401(k) Plan ”) for the purpose of

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providing the opportunity to save for retirement to eligible Time Employees and Salary Continuation Former Employees participating in any tax-qualified defined contribution plan sponsored by any member of the TWX Group (the “ TWX 401(k) Plan ”) as of the 401(k) Effective Date and any Time Employees hired prior to the 401(k) Effective Date who are eligible to participate in the TWX 401(k) Plan but who had not yet begun participating in such plan. Time and its Subsidiaries ceased to be “employing companies” under, and such Employees ceased to be eligible to participate in, the TWX 401(k) Plan, as of the 401(k) Effective Date.

SECTION 9.02. Trust-to-Trust Transfer. As of January 3, 2014 (the “ 401(k) Transfer Date ”), TWX caused to be transferred from the TWX 401(k) Plan to the Time 401(k) Plan the assets and Liabilities relating to the account balances of the participants who were, as of such date, Time Employees or Salary Continuation Former Employees (whether vested or unvested as of the 401(k) Transfer Date), in accordance with the requirements of all applicable laws, including ERISA and the Code. From and after the 401(k) Transfer Date, the accounts of the Time Employees and Salary Continuation Former Employees in the Time 401(k) Plan and the accounts of any Employee who becomes a participant in the Time 401(k) Plan after the 401(k) Transfer Date, in each case, shall be administered in accordance with all applicable laws, including ERISA and the Code; provided that, from and after the 401(k) Transfer Date until the Distribution Date, the TWX Group has provided, and shall continue to provide, assistance as is reasonably necessary for such administration. Such transfer of assets consisted of cash, cash equivalents, property or participant loan receivables equal to all the accrued benefit Liabilities relating to all account balances referred to in the first sentence of this Section 9.02 , including such Liabilities for the beneficiaries of such Employees and including such accrued benefit Liabilities arising under any applicable qualified domestic relations order. From and after the 401(k) Transfer Date, subject to Section 9.04 , the TWX Group and the TWX 401(k) Plan has had no Liabilities, and shall continue to have no Liabilities, respecting benefits under the TWX 401(k) Plan for those participants (or any of their beneficiaries) whose balances were transferred to the Time 401(k) Plan.

SECTION 9.03. 401(k) Rollover. As of the Distribution, (a) the TWX Group shall permit (i) each Transferred To Time Employee who becomes a Time Employee following January 1, 2014 and (ii) each Time Employee and Salary Continuation Former Employee who receives a contribution to the TWX 401(k) Plan in accordance with Section 9.04, to effect, and the Time Group shall cause the Time 401(k) Plan to accept, and (b) the Time Group shall permit each Transferred To TWX Employee to effect, and the TWX Group shall cause the TWX 401(k) Plan to accept, in each case, in accordance with applicable law and the terms of the TWX 401(k) Plan and the Time 401(k) Plan, a rollover of the account balances (including earnings through the date of transfer and promissory notes evidencing all outstanding loans) of such Employee under the TWX 401(k) Plan and the Time 401(k) plan, as applicable, if such rollover is elected in accordance with applicable law and the terms of the TWX 401(k) Plan and the Time 401(k) Plan by such Employee, as applicable. Upon completion of a transfer of the account balances of any Employee, as described in this Section 9.03 , except as specifically set forth in Section 9.04 , (A) Time and/or the Time 401(k) Plan will be

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responsible for all Liabilities of the TWX Group under the TWX 401(k) Plan with respect to any Employee whose account balance was transferred to the Time 401(k) Plan (and his or her respective beneficiaries), and the TWX Group and the TWX 401(k) Plan shall have no Liabilities to provide such participants (or any of their beneficiaries) with benefits under the TWX 401(k) Plan, and (B) TWX and/or the TWX 401(k) Plan will be responsible for all Liabilities of the Time Group under the Time 401(k) Plan with respect to any Employee whose account balance was transferred to the TWX 401(k) Plan (and his or her respective beneficiaries), and the Time Group and the Time 401(k) Plan shall have no Liabilities to provide such participants (or any of their beneficiaries) with benefits under the Time 401(k) Plan.

SECTION 9.04. Employer 401(k) Plan Contributions. (a) The TWX Group shall remain responsible for employer contributions with respect to any Time Employees, Salary Continuation Former Employees or Former Time Employees who participated in the TWX 401(k) Plan in 2013 in accordance with its policies and procedures for such year. With respect to each Time Employee or Salary Continuation Former Employee who is entitled to an additional employer contribution for 2013 pursuant to the terms of the TWX 401(k) Plan following the 401(k) Transfer Date, TWX shall be responsible for such employer contribution, which shall be contributed to a new account in the TWX 401(k) Plan created to accept such contribution. Any such new account may be transferred to the Time 401(k) Plan in accordance with Section 9.03.

(b) TWX shall also remain responsible for employer contributions with respect to any Transferred To Time Employees for the period from January 1, 2014 up to the applicable Transfer Time. Such additional employer contributions shall be contributed to the account of the applicable Transferred To Time Employees in the TWX 401(k) Plan or, if such account has been transferred to the Time 401(k) Plan, to a new account in the TWX 401(k) Plan created to accept such contributions. The Time Group shall be responsible for employer contributions with respect to any Time Employees, Salary Continuation Former Employees or Former Time Employees who participate in the Time 401(k) Plan in accordance with its policies and procedures for the relevant year. Time shall also remain responsible for employer contributions with respect to any Transferred To TWX Employee for the period from January 1, 2014 up to the applicable Transfer Time. Such additional employer contributions shall be contributed to the account of the Transferred To TWX Employee in the Time 401(k) Plan or, if such account has been transferred to the TWX 401(k) Plan, to a new account in the Time 401(k) Plan created to accept such contributions. Any such new account may be transferred to the TWX 401(k) Plan or the Time 401(k) Plan, as applicable, in accordance with Section 9.03 .

(c) In the case of (i) any Time Employee, Former Salary Continuation Employee or Transferred To Time Employee who receives a contribution to the TWX 401(k) Plan in accordance with Section 9.04(a) or 9.04(b), or (ii) any Transferred To TWX Employee who receives a contribution to the Time 401(k) Plan in accordance with Section 9.04(b), such Employee shall be permitted to leave such Employee’s account balance in the TWX 401(k) Plan or the Time 401(k) Plan, as applicable, in lieu of electing a rollover, provided that if, following receipt of all required contributions, such

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Employee’s account balance is less than the minimum specified in the applicable plan, it will be distributed to such Employee in accordance with applicable law and the terms of the applicable plan.

SECTION 9.05. Limitation of Liability. For the avoidance of doubt, TWX shall have no responsibility for any failure of Time to properly administer the Time 401(k) Plan in accordance with its terms and applicable law, including any failure to properly administer the accounts of Time Employees, Salary Continuation Former Employees and their respective beneficiaries in such Time 401(k) Plan.

ARTICLE X

U.S. Nonqualified Deferred Compensation

Except as otherwise specifically set forth herein, the terms of this Article X apply solely to Employees who work primarily in the U.S.

SECTION 10.01. TWX Nonqualified Plans. Effective as of January 1, 2014, the Time Group established the Time Inc. Supplemental Savings Plan and the Time Inc. Deferred Compensation Plan (the “ Time Nonqualified Plans ”) as a continuation of the Time Warner Supplemental Savings Plan and the Time Warner Deferred Compensation Plan (the “ TWX Nonqualified Plans ”), respectively, for Time Employees, Salary Continuation Former Employees and Former Time Employees. Pursuant to the TWX Nonqualified Plans, at all times prior to January 1, 2014, Time and its Subsidiaries have been responsible for all Liabilities with respect to such Employees under the TWX Nonqualified Plans, and pursuant to the Time Nonqualified Plans, Time and its Subsidiaries continue to be responsible for such Liabilities. As of the applicable Transfer Time, Time and its Subsidiaries shall be responsible for all Liabilities with respect to the TWX Nonqualified Plans relating to the Transferred To Time Employees and the TWX Group shall be responsible for all Liabilities with respect to the Time Nonqualified Plans relating to Transferred To TWX Employees. From and after January 1, 2014, the Time Group has been solely liable for all payments to any Time Employees, Salary Continuation Former Employees and Former Time Employees, and, following the applicable Transfer Time, Transferred To Time Employees pursuant to the Time Nonqualified Plans. Time shall make payments to Time Employees, Salary Continuation Former Employees and Former Time Employees, and, following the applicable Transfer Date, Transferred To Time Employees with rights under the Time Nonqualified Plans in accordance with the terms of the applicable plans as in effect from time to time. Following the applicable Transfer Time, TWX shall make payments to Transferred To TWX Employees with rights under the TWX Nonqualified Plans in accordance with the terms of the applicable plans, as in effect from time to time.

SECTION 10.02. Split Dollar Life Insurance Contracts. Time shall be responsible for all obligations with respect to the split dollar life insurance policies covering the individuals listed on Schedule 10.02(a), and shall be entitled to all rights and benefits with respect to such policies (including the right to recover premiums previously paid with respect to such policies by either the TWX Group or the Time Group). In addition, the Parties acknowledge the matters set forth on Schedule 10.02(b).

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SECTION 10.03. Individual Deferred Compensation Arrangement. Time shall remain responsible for all obligations with respect to the individual deferred compensation arrangement listed on Schedule 10.03. In addition, Time shall assume and/or enter into replacement investment management contracts or other contracts relating to the administration of such deferred compensation arrangement and shall execute any other instruments necessary to effectuate the foregoing.

SECTION 10.04. No Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement or the Separation Agreement are intended to trigger a payment or distribution of compensation under the Time Nonqualified Plans or any other deferred compensation account for any Time Employee, Salary Continuation Former Employee or Former Time Employee and, consequently, that the payment or distribution of any compensation to which any such current or former Employee is entitled under the Time Nonqualified Plans will occur upon such Employee’s separation from service from Time or its Subsidiaries or at such other time as provided pursuant to the Time Nonqualified Plans or by such Employee’s deferral election. Notwithstanding the foregoing, if the Parties reasonably determine that any transaction contemplated by this Agreement or the Separation Agreement will trigger a payment or distribution of compensation under the Time Nonqualified Plans or any other deferred compensation account for any Time Employee, Salary Continuation Former Employee or Former Time Employee, the Parties shall cooperate in good faith so that none of the transactions contemplated by this Agreement or the Separation Agreement will trigger any such payment or distribution; provided , however , that none of the Parties shall be required to take any action to the extent that such action would cause the Time Nonqualified Plans or any other deferred compensation account or payment thereunder that is subject to Section 409A of the Code to fail to comply with Section 409A of the Code.

SECTION 10.05. Section 409A. TWX and Time shall cooperate in good faith so that the transactions contemplated by this Agreement and the Separation Agreement will not result in adverse tax consequences under Section 409A of the Code to any Time Employee, Salary Continuation Former Employee or Former Time Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

ARTICLE XI

U.S. Dependent Care and Medical Flexible Spending Arrangements;

Medical Insurance Premiums

Except as otherwise specifically set forth herein, the terms of this Article XI apply solely to Employees who work primarily in the U.S.

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SECTION 11.01. Dependent Care and Medical Flexible Spending Arrangements. (a) Effective as of December 31, 2013, Time Employees and Salary Continuation Former Employees ceased participation in the dependent care and medical flexible spending arrangements under each cafeteria plan qualifying under Section 125 or Section 129 of the Code sponsored by any member of the TWX Group (the “ TWX Flexible Spending Account Plan ”). Effective as of January 1, 2014, Time or its Subsidiaries established the Time Inc. Flexible Spending Account Plan (the “ Time Flexible Spending Account Plan ”) for the purpose of providing eligible Time Employees, Salary Continuation Former Employees and their respective dependents with a means of obtaining reimbursement of dependent care assistance expenses and uninsured or noncovered medical expenses, and ceased to be “employing companies” under, and Time Employees and Salary Continuation Former Employees ceased to be eligible to participate in, the TWX Flexible Spending Account Plan. From and after January 1, 2014, the Time Group is solely responsible for all dependent care and medical flexible spending arrangement claims by participants in the Time Flexible Spending Account Plan, other than claims for expenses incurred relating to amounts contributed to the dependent care and medical flexible spending arrangements under the TWX Flexible Spending Account Plan prior to January 1, 2014. The TWX Group shall be solely responsible for all dependent care and flexible spending arrangement claims by Time Employees, Salary Continuation Former Employees and Former Time Employees participating in the TWX Flexible Spending Account Plan prior to January 1, 2014, relating to amounts contributed to the dependent care and medical flexible spending arrangements under the TWX Flexible Spending Account Plan prior to January 1, 2014.

(b) Promptly following the Transfer Time, with respect to each Transferred To Time Employee who has a dependent care or medical flexible spending arrangement under the TWX Flexible Spending Account Plan, TWX shall transfer to Time all relevant records relating to such arrangements of such Transferred To Time Employee under the TWX Flexible Spending Account Plan and any other information necessary for the administration of the Time Flexible Spending Account Plan with respect to such arrangements. Time shall, or shall cause its Subsidiaries to, cause the Time Flexible Spending Account Plan to accept, effective as of the relevant Transfer Time, a spin-off of the dependent care and medical flexible spending arrangements of each individual who is a Transferred To Time Employee and who has any such arrangements under the TWX Flexible Spending Account Plan from the TWX Flexible Spending Account Plan except for any balances relating to contributions to the TWX Flexible Spending Account Plan prior to January 1, 2014 (which shall be retained by the TWX Flexible Spending Account Plan to satisfy claims for which the TWX Group is responsible for pursuant to Section 11.01(a) ), and to honor and continue, through the end of the plan year in which the Transfer Time occurs, the elections made by such Employee with respect to a dependent care or medical flexible spending arrangement under the TWX Flexible Spending Account Plan for such plan year. The Time Group shall be solely responsible for all dependent care and medical flexible spending arrangement claims by all individuals whose dependent care and medical flexible spending arrangements transfer pursuant to this Section 11.01(b) under the TWX Flexible Spending Account Plan that were incurred in the year in which the Transfer Time occurs, whether incurred prior to, at or after the Transfer Time, that have not been paid in full as of the Transfer Time.

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(c) Promptly following the Transfer Time, with respect to each Transferred To TWX Employee who has a dependent care or medical flexible spending arrangement under the Time Flexible Spending Account Plan, Time shall transfer to TWX all relevant records relating to such arrangements of such Transferred To TWX Employee under the Time Flexible Spending Account Plan and any other information necessary for the administration of the TWX Flexible Spending Account Plan with respect to such arrangements. TWX shall, or shall cause its Subsidiaries to, cause the TWX Flexible Spending Account Plan to accept, effective as of the relevant Transfer Time, a spin-off of the dependent care and medical flexible spending arrangements of each individual who is a Transferred To TWX Employee and who has any such arrangement under the Time Flexible Spending Account Plan from the Time Flexible Spending Account Plan, and to honor and continue, through the end of the plan year in which the Transfer Time occurs, the elections made by such Employee with respect to such arrangements under the Time Flexible Spending Account Plan for such plan year. The TWX Group shall be solely responsible for all dependent care and medical flexible spending arrangement claims by all individuals whose dependent care or medical flexible spending arrangements transfer pursuant to this Section 11.01(c) under the Time Flexible Spending Account Plan that were incurred in the year in which the Transfer Time occurs, whether incurred prior to, at or after the Transfer Time, that have not been paid in full as of the Transfer Time.

SECTION 11.02. Medical Insurance Premiums. From and after the applicable Transfer Time, (a) the members of the TWX Group shall honor and continue the payroll deductions in respect of medical insurance premiums required for each Transferred To TWX Employee’s participation in the applicable TWX Benefit Plans and (b) the members of the Time Group shall honor and continue the payroll deductions in respect of medical insurance premiums required for each Transferred To Time Employee’s participation in the applicable Time Benefit Plans.

ARTICLE XII

U.S. Transportation Benefit Programs

Except as otherwise specifically set forth herein, the terms of this Article XII apply solely to Employees who work primarily in the U.S.

SECTION 12.01. Transportation Benefit Programs. (a) Effective as of December 31, 2013, Time Employees and Salary Continuation Former Employees (and their respective dependents and beneficiaries) ceased participation in the transportation benefit programs sponsored by any member of the TWX Group (the “ TWX Transportation Benefit Program ”). Effective as of January 1, 2014, Time or its Subsidiaries established a transportation benefit program (the “ Time Transportation Benefit Program ”) that was substantially similar to the TWX Transportation Benefit Program as in effect as of immediately prior to the Establishment Date for the purpose of

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providing continued transportation benefits to Time Employees and Salary Continuation Former Employees, and, from and after such date, the Time Group is solely responsible for all transportation benefit claims by participants in the Time Transportation Benefit Program, other than claims for expenses incurred relating to amounts contributed to the TWX Transportation Benefit Program prior to January 1, 2014. The TWX Group is solely responsible for all transportation benefit claims by Time Employees, Salary Continuation Former Employees and Former Time Employees participating in the TWX Transportation Benefit Program prior to January 1, 2014, relating to amounts contributed to the TWX Transportation Benefit Program prior to January 1, 2014.

(b) Promptly following the Transfer Time, with respect to each Transferred To Time Employee who has any benefits under the TWX Transportation Benefit Program, TWX shall transfer to Time all relevant records relating to the benefits of such Transferred To Time Employee under the TWX Transportation Benefit Program and any other information necessary for the administration of the Time Transportation Benefit Program with respect to such Employee. Time shall, or shall cause its Subsidiaries to, cause the Time Transportation Benefit Program to accept, effective as of the relevant Transfer Time, a spin-off of the benefits of each individual who is a Transferred To Time Employee and who has any benefits under the TWX Transportation Benefit Program from the TWX Transportation Benefit Program except for any benefits relating to contributions to the TWX Transportation Benefit Program prior to January 1, 2014 (which shall be retained by the TWX Transportation Benefit Program to satisfy claims for which the TWX Group is responsible pursuant to Section 12.01(a) ), and to honor and continue, through the end of the plan year in which the Transfer Time occurs, the elections made by such employee with respect to the benefits under the TWX Transportation Benefit Program for such plan year. The Time Group shall be solely responsible for all claims by all individuals whose benefits transfer pursuant to this Section 12.01(b) under the TWX Transportation Benefit Program that were incurred in the year in which the Transfer Time occurs, whether incurred prior to, at or after the Transfer Time, that have not been paid in full as of the Transfer Time.

(c) Promptly following the Transfer Time, with respect to each Transferred To TWX Employee who has any benefits under the Time Transportation Benefit Program, Time shall transfer to TWX all relevant records relating to the benefits of such Transferred To TWX Employee under the Time Transportation Benefit Program and any other information necessary for the administration of the TWX Transportation Benefit Program with respect to such account. TWX shall, or shall cause its Subsidiaries to, cause the TWX Transportation Benefit Program to accept, effective as of the relevant Transfer Time, a spin-off of the benefits of each individual who is a Transferred To TWX Employee and who has any benefits under the Time Transportation Benefit Program from the Time Transportation Benefit Program, and to honor and continue, through the end of the plan year in which the Transfer Time occurs, the elections made by such employee with respect to the benefits under the Time Transportation Benefit Program for such plan year. The TWX Group shall be solely responsible for all claims by all individuals whose benefits transfer pursuant to this Section 12.01(c) under the Time Transportation Benefit Program that were incurred in the year in which the Transfer Time occurs, whether incurred prior to, at or after the Transfer Time, that have not been paid in full as of the Transfer Time.

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ARTICLE XIII

U.S. Vacation and Sabbatical Program

Except as otherwise specifically set forth herein, the terms of this Article XIII apply solely to Employees who work primarily in the U.S.

SECTION 13.01. Vacation. With respect to each Transferred To Time Employee, (a) for purposes of determining the number of vacation days to which such Employee shall be entitled following the relevant Transfer Time, Time and its Subsidiaries shall assume and honor all vacation days accrued or earned but not yet taken by such Employee, if any, as of the relevant Transfer Time, and (b) to the extent such Employee is entitled under any applicable law or any policy of his or her respective employer that is a member of the TWX Group, as the case may be, to be paid for any vacation days accrued or earned but not yet taken by such Employee as of the relevant Transfer Time, Time shall discharge the Liability for such vacation days. With respect to each Transferred To TWX Employee, (i) for purposes of determining the number of vacation days to which such Employee shall be entitled following the Distribution, TWX and its Subsidiaries shall honor all vacation days accrued or earned but not yet taken by such Employee as of the relevant Transfer Time, and (ii) to the extent such Employee is entitled under any applicable law or any policy of his or her respective employer that is a member of the Time Group, as the case may be, to be paid for any vacation days accrued or earned but not yet taken by such Employee as of the relevant Transfer Time, TWX shall discharge the Liability for such vacation days. The Time Group shall retain all Liability for vacation with respect to each Time Employee, Salary Continuation Former Employee and Former Time Employee who is not a Transferred To Time Employee.

SECTION 13.02. Sabbatical Program. The Time Group shall retain all Liabilities with respect to Time Employees, Salary Continuation Former Employees and Former Time Employees under the Time Sabbatical Program.

ARTICLE XIV

Non-U.S. Employees

The terms of this Article XIV apply solely to Employees who work primarily outside the U.S.

SECTION 14.01. General. Except as specifically set forth in this Article XIV or Section 16.03, prior to, upon and after the Distribution, the Time Group shall be solely responsible for (a) all Liabilities with respect to Time Employees, Former Time Employees and Time Benefit Plans, and (b) providing payroll services to the Time Employees, Salary Continuation Former Employees and Former Time Employees.

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SECTION 14.02. Certain Laws. Time shall, or shall cause its Subsidiaries to, comply in all material respects with all applicable laws with respect to Time Employees, Time Service Providers, Former Time Employees and Former Time Service Providers located in jurisdictions outside the U.S., including all applicable laws relating to Tax reporting.

SECTION 14.03. Employee Transfers. None of the Transferred To Time Employees or Transferred To TWX Employees is expected to be an Employee that is primarily employed outside the U.S. In the event any Employee primarily employed outside the U.S. becomes a Transferred To Time Employee, the Parties shall cooperate in good faith to determine the treatment of such Employee.

SECTION 14.04. U.K. Employees. (a) Time Warner U.K. Pension Scheme. Effective as of the end of the day before the Distribution Date (the “ TWUKPP Exit Time ”), Time Magazine Europe Limited (“ TMEL ”) shall cease to be a participating employer with respect to the Time Warner UK Pension Plan (currently governed by a fourth definitive trust deed and rules dated May 12, 2000, as amended) (the “ TWUKPP ”). Effective as of the TWUKPP Exit Time, each Time Employee who, immediately prior to the TWUKPP Exit Time, is eligible for special terms in the TWUKPP over and above those ordinarily applicable to deferred members of the TWUKPP, shall cease to have such special terms going forward, and service with any member of the Time Group or any other employer from and after the TWUKPP Exit Time shall not be taken into account for any purpose under the TWUKPP. Notwithstanding any provision of this Agreement to the contrary, following the TWUKPP Exit Time, TWX or its applicable Subsidiaries shall retain sponsorship of the TWUKPP and TMEL shall, pursuant to a deed dated on or around the date of this Agreement, cease to be an “employer” in respect of the TWUKPP and so cease to have employer funding obligations (whether ongoing or triggered on exit) in respect of the TWUKPP, and the Parties acknowledge that the Time Employees and Former Time Employees who are deferred members or pensioners of the TWUKPP (and their applicable beneficiaries) shall be entitled to payments from the TWUKPP in accordance with the terms of the TWUKPP as in effect from time to time. The obligations of the members of the Time Group to provide information to the members of the TWX Group in connection with the benefits accrued in, and payment of such benefits to the Time Employees and Former Time Employees pursuant to, the TWUKPP are set forth in Section 17.01 .

(b) IPC Media Pension Scheme. Time shall cause IPC to retain sponsorship of the IPC Media Pension Scheme (currently governed by a trust deed and rules dated September 12, 2003, as amended) (the “ IPC Pension Scheme ”) and all assets and Liabilities arising out of or relating to the IPC Pension Scheme and the IPC Pension Scheme. The Parties acknowledge that the Time Employees and Former Time Employees who are deferred members or pensioners of the IPC Pension Scheme (and their applicable beneficiaries) shall be entitled to payments from the IPC Pension Scheme in accordance with the terms of the IPC Pension Scheme as in effect from time to time.

(c) U.K. Defined Contribution Plans. Effective as of April 1, 2014, the members of the Time Group ceased to be participating employers in the Time Warner

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Money Purchase Pension Plan (currently governed by a trust deed and rules dated September 22, 2009, as amended) (the “ TWMPPP ”), and the Time Employees ceased to be active members of such plan. As of April 1, 2014, the TWMPPP retained all assets and Liabilities relating to the Time Employees and Former Time Employees who are deferred members or pensioners of the TWMPPP, and the TWX Group acknowledges that each Time Employee and Former Time Employee shall be entitled, in accordance with applicable law and the governing documents of the TWMPPP and subject to the agreement of the trustee of the TWMPPP, as required, to a transfer of that Employee’s benefits under the TWMPPP to a defined contribution plan of any other employer (including, if applicable, a member of the Time Group) if such transfer is elected by such Employee in accordance with applicable law and the terms of the TWMPPP and the defined contribution plan of the relevant employer. From and after April 1, 2014, Time Employees who participated in the TWMPPP on March 31, 2014 are eligible to participate in a group personal pension plan sponsored by a member of the Time Group (the “ Time U.K. Group Personal Pension Plan ”), and prior to, on and after the Distribution Date the Time Group will be solely responsible for all Liabilities under such group personal pension plan in accordance with the governing documents of such group personal pension plan as in effect from time to time.

(d) U.K. Welfare Benefit Plans. Effective as of the applicable Establishment Date specified on Schedule 14.04(d), Time and its Subsidiaries established the Welfare Plans listed on Schedule 14.04(d) (collectively, the “ Established U.K. Time Welfare Plans ”) to provide welfare benefits to the Time Employees and Former Time Employees (and their respective dependents and beneficiaries), and as of the applicable Establishment Date, each Time Employee and Former Time Employee (and their respective dependents and beneficiaries) ceased active participation in the corresponding TWX Welfare Plan. Notwithstanding Section 14.01 , (i) the members of the TWX Group shall retain Liability and responsibility in accordance with the applicable TWX Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred under such plans by Time Employees and Former Time Employees prior to the applicable Establishment Date of the corresponding Time Welfare Plan, and (ii) the members of the Time Group shall retain Liability and responsibility in accordance with the Time Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred, by Time Employees and Former Time Employees on or following such Establishment Date. For purposes of this Section 14.04(d) , a benefit claim shall be deemed to be incurred as follows: (A) when the event giving rise to the benefit under the applicable plan has occurred as set forth in the governing plan documents, if it is clear based on the governing documents of both the TWX Welfare Plan and Time Welfare Plans which plan should be responsible for the claim or, if not, as follows: (B) (1) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (2) life, accidental death and dismemberment and business travel accident insurance benefits, upon death or other event giving rise to such benefits.

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(e) Disability Benefits. The members of the TWX Group shall retain Liability and responsibility in accordance with the applicable TWX Welfare Benefit Plans for any Time Employee or Former Time Employee who commenced receiving disability benefits prior to April 1, 2014. The members of the Time Group shall retain Liability and responsibility in accordance with the applicable Time Welfare Plans for any Time Employee or Former Time Employee who commenced receiving disability benefits on or following April 1, 2014.

SECTION 14.05. Canadian Defined Contribution Plans. As of March 31, 2014, the members of the Time Group ceased to be participating employers in the Time Warner Entertainment (Canada) Employees’ Pension Plan (the “ TWECEPP ”) and the Time Employees (and their dependents and beneficiaries) ceased to be active participants in such plan and, as of April 1, 2014, such Time Employees (and their dependents and beneficiaries) became eligible to participate in the Pension Plan for Employees of Time Retail Canada Inc. (the “ Time Canada DC Plan ”). As soon as reasonably practicable following approval by the superintendent of the Financial Services Commission of Ontario, the TWX Group and the Time Group shall cooperate in good faith to effect a transfer of the account balances of all Time Employees and Former Time Employees from the TWECEPP to the Time Canada DC Plan in accordance with applicable law and the terms of the applicable plan. Prior to, on and after the Distribution, the Time Group shall retain sponsorship of the Time Canada DC Plan and all assets and Liabilities arising out of or relating to the Time Canada DC Plan (including the assets and Liabilities transferred to the Time Canada DC Plan in accordance with the immediately preceding sentence), and the Time Canada DC Plan shall make payments to Time Employees and Former Time Employees with vested rights thereunder (and their dependents and beneficiaries) in accordance with the terms of the Time Canada DC Plan as in effect from time to time.

SECTION 14.06. Payroll Services in Certain Jurisdictions. (a) Prior to March 1, 2014, the TWX Group was responsible for providing payroll services to Time Employees and Former Time Employees employed primarily in Hong Kong. Effective as of March 1, 2014, the Time Group is solely responsible for providing such payroll services.

(b) Prior to April 1, 2014, the TWX Group was responsible for providing payroll services to Time Employees and Former Time Employees employed by TMEL. Effective as of April 1, 2014, the Time Group is solely responsible for providing such payroll services.

(c) Prior to June 1, 2014, the TWX Group shall be responsible for providing payroll services to Time Employees and Former Time Employees employed primarily in France. Effective as of June 1, 2014, the Time Group shall be solely responsible for providing such payroll services.

SECTION 14.07. Certain Expatriate Benefit Plans. Until December 31, 2014, Time shall be an additional insured party under the Cigna International insurance policy maintained by the TWX Group with respect to U.S. expatriate employees and shall

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be responsible for paying all premiums with respect to its participation in such policy. Effective January 1, 2015, Time intends to adopt a replacement policy to provide benefits to Time Employees who currently receive benefits under such Cigna International insurance policy, and, if such replacement policy is not adopted as of such date, Time shall make alternative arrangements to provide such Employees with replacement benefits. In any event, from and after January 1, 2015, the Time Group shall have full responsibility for providing all such benefits to any Time Employees, Salary Continuation Former Employees and Former Time Employees receiving benefits under such Cigna International insurance policy as of December 31, 2014.

ARTICLE XV

TWX Equity Compensation Awards

SECTION 15.01. General Treatment of Outstanding TWX Equity Compensation Awards. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, at the time of the Distribution, each outstanding option to purchase TWX Common Stock (each a “ TWX Option ”) and each restricted stock unit payable in shares of TWX Common Stock or the value of which is determined by reference to the value of shares of TWX Common Stock (each a “ TWX RSU ”), in each case, that was granted under or pursuant to any equity compensation plan of TWX (each such TWX Option or TWX RSU, a “ TWX Equity Compensation Award ”), and that, at the time of the Distribution, is held by any Time Employee, Salary Continuation Former Employee or Former Time Employee, shall be treated as provided in the equity compensation plan under which such TWX Equity Compensation Award was granted, the award agreement governing such TWX Equity Compensation Award and any employment agreement to which such Time Employee, Salary Continuation Former Employee or Former Time Employee is a party, as in effect at the time of the Distribution, and any such TWX Equity Compensation Award that is not forfeited by its holder as a result of the Distribution shall be adjusted to reflect the Distribution in the same manner, if any, as similar TWX Equity Compensation Awards held by Employees of the TWX Group immediately prior to the Distribution are adjusted, as determined by TWX in accordance with the equity compensation plan of TWX under which such TWX Equity Compensation Award was granted; provided , however , that TWX may amend any such TWX Equity Compensation Award in any manner that TWX determines is necessary in order to avoid additional Taxes and penalties under Section 409A of the Code. TWX hereby acknowledges that, except as provided in Section 15.02 , each Time Employee (but no Salary Continuation Former Employee or Former Time Employee) who, as of the Distribution, meets the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held by such Time Employee at the time of the Distribution, as determined under the applicable equity compensation plan or award agreement, will, in connection with the Distribution, receive the benefit of any provisions of such equity compensation plan or award agreement that provide for accelerated vesting of such TWX Equity Compensation Award or an extended time period to exercise any such TWX Equity Compensation Award that is a vested TWX Option in connection with a

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termination of employment due to retirement. As soon as practicable following the payment by TWX of a cash dividend with respect to TWX Common Stock that is paid on or after the Distribution, Time shall pay each Time Employee, Salary Continuation Former Employee and Former Time Employee holding an outstanding TWX RSU any TWX Dividend Equivalents payable pursuant to such TWX RSU (less any Taxes that are required to be withheld) and TWX shall not be obligated to pay such Time Employee, Salary Continuation Former Employee or Former Time Employee such TWX Dividend Equivalent, but shall be obligated to reimburse the Time Group for such TWX Dividend Equivalent in accordance with Section 18.02 .

SECTION 15.02. Treatment of Outstanding TWX Equity Compensation Awards Held by Joseph A. Ripp and Jeffrey J. Bairstow. Notwithstanding any provision of Section 15.01 , subject to any required action by the compensation committee of the Time board of directors, in accordance with the Employment Agreement, dated October 31, 2013, by and between Time and Joseph A. Ripp (“ Ripp ”) (the “ Ripp Employment Agreement ”) and the Employment Agreement, dated October 31, 2013, by and between Time and Jeffrey J. Bairstow (“ Bairstow ”) (the “ Bairstow Employment Agreement ”), if any, effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Ripp or Bairstow, as applicable, shall be converted into an option (each, a “ Converted Time Option ”) to acquire shares of Time Common Stock, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby). The adjustments provided in this Section 15.02 with respect to any TWX Options are intended to be effected in a manner that is consistent with Section 409A of the Code, and for purposes of Treasury Regulation Section 1.409A-1(b)(5)(v)(D)(1), the specified date for determining fair market value will be June 6, 2014. Furthermore, subject to any required action by the compensation committee of the Time board of directors in accordance with the Ripp Employment Agreement or the Bairstow Employment Agreement, if any, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distribution, by Ripp or Bairstow, as applicable, shall be converted into a restricted stock unit with respect to shares of Time Common Stock (such restricted stock units, the “ Converted Time RSUs ”), on substantially the same terms and conditions as were applicable under such TWX RSU (other than with respect to the number and type of shares covered thereby). Effective immediately upon the Distribution, Time shall be responsible for all Liabilities related to the TWX Options and TWX RSUs held by Ripp and Bairstow (as Converted Time Options and Converted Time RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto.

SECTION 15.03. Replacement Time Equity Compensation Awards. Except as provided in Section 15.02 , as a result of the Distribution, Time Employees who do not meet the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held as of the Distribution, will forfeit certain TWX Equity Compensation Awards upon the Distribution (any such forfeited award, a “ Forfeited TWX Equity Compensation Award ”). As soon as practicable following the Distribution, subject to

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approval by the compensation committee of the board of directors of Time, Time shall take all actions necessary to award, and shall award, to each Post-Separation Time Employee (other than a Post-Separation Time Employee who is an Employee in a jurisdiction listed on Schedule 15.03 hereof and other than Ripp and Bairstow), restricted stock units with respect to shares of Time Common Stock with (a) a Fair Market Value equal to the aggregate intrinsic value of such Forfeited TWX Equity Compensation Awards (determined based on Fair Market Value of a share of TWX Common Stock as of the Distribution Date) and (b) vesting terms substantially identical to the vesting terms of the applicable Forfeited TWX Equity Compensation Awards, including with respect to retirement eligibility but excluding any terms relating to vesting upon or following a “change in control” of Time, which terms shall be determined by the board of directors of Time (or a duly authorized committee thereof).

SECTION 15.04. Tax Withholding and Reporting. Except as otherwise set forth in this Section 15.04 , (a) in the case of any TWX RSUs that are subject to Tax withholding upon vesting, upon the vesting of any such TWX RSUs held by Post-Separation Time Employees, Salary Continuation Former Employees and Former Time Employees that are not forfeited upon the Distribution, TWX shall reduce the number of TWX RSUs held by each such Employee by a number of TWX RSUs having a Fair Market Value equal to the Withholding Amount attributable to such vesting, (b) upon the settlement of any TWX RSUs, a member of the TWX Group shall withhold from the number of shares of TWX Common Stock otherwise issuable to the relevant Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee a number of shares having a Fair Market Value equal to the Withholding Amount attributable to such settlement, unless such Employee elects to make a cash payment to such member of the TWX Group in accordance with and to the extent permitted under applicable TWX policy in an amount equal to the Withholding Amount in lieu of such withholding of shares, and (c) upon exercise of any TWX Option, the relevant Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee shall either (i) pay to a member of the TWX Group an amount in cash in accordance with applicable TWX policy equal to the Withholding Amount attributable to such exercise or (ii) in accordance with and to the extent permitted under applicable TWX policy, deliver to TWX a number of shares of TWX Common Stock having a Fair Market Value equal to the Withholding Amount attributable to such exercise. For purposes of this Section 15.04 , the “ Withholding Amount ” shall mean the employee-paid portion of any Taxes (including any Employment Taxes) required to be withheld upon the applicable event. Notwithstanding the foregoing, if any of the procedures described in clause (a), (b) or (c) of the first sentence of this Section 15.04 are prohibited by applicable law, TWX and Time shall cooperate in good faith to determine alternative procedures with respect to such awards in order to fulfill all required withholding and reporting obligations in compliance with applicable law. The Parties hereby acknowledge and agree that, without limiting the generality of Section 22.02 and notwithstanding any provision of this Section 15.04 , the members of the Time Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate Governmental Authority and remitting the amounts of any such Taxes required to be withheld (including any Employment Taxes) to the appropriate Governmental Authority in connection with the exercise, vesting or settlement of any

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TWX Equity Compensation Awards and the payment of any TWX Dividend Equivalents and no member of the TWX Group shall have any responsibility or Liability with respect thereto, other than (A) the obligations of the members of the TWX Group to notify the members of the Time Group about amounts withheld by members of the TWX Group in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the amounts paid by TWX in respect of any cash dividend on TWX Common Stock that would entitle any Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee to a TWX Dividend Equivalent (in each case, as set forth in Section 15.01 ) and (B) the obligations of the members of the TWX Group to make payments to the members of the Time Group in respect of the TWX Dividend Equivalent Reimbursement Amounts and the TWX Equity Compensation Award Withholding Reimbursement Amounts (as set forth in Section 18.02 ). The obligations of the members of the Time Group and the TWX Group to provide Information to the other party in order to allow the administration of the TWX Equity Compensation Awards pursuant to this Article XV are set forth in Section 15.05 and Section 17.01 . The rights and obligations of the Parties with respect to U.S. Tax deductions relating to the TWX Equity Compensation Awards shall be governed by Section 4.08 of the TMA.

SECTION 15.05. Reports. For so long as any TWX Equity Compensation Award is outstanding and held by a Time Employee, Salary Continuation Former Employee or Former Time Employee, (a) TWX shall provide Time with the reports listed on Schedule 15.05(a) hereto at the times specified therein and (b) Time shall provide TWX with the reports listed on Schedule 15.05(b) hereto at the times specified therein.

SECTION 15.06. Recharge Agreements. On or prior to the Distribution Date, the TWX Group and the Time Group shall terminate each agreement set forth on Schedule 15.06 (the “ Applicable Recharge Agreements ”). Notwithstanding the termination of such agreements, (a) any Subsidiary of Time that is a party to an Applicable Recharge Agreement shall remain responsible for making payments to Time for costs relating to TWX Equity Compensation Awards held by its current or former Employees pursuant to the surviving terms and conditions of the Applicable Recharge Agreements and (b) Time shall remain responsible for making payments to TWX for TWX Equity Reimbursement Amounts in accordance with Section 18.01 .

ARTICLE XVI

Administrative Costs and Benefit Plan Reimbursements

SECTION 16.01. Time Reimbursement of TWX for Post-Separation Administrative Services. From and after the Distribution, TWX shall continue to provide to the members of the Time Group services relating to (a) the administration of the TWX Equity Compensation Awards outstanding at the Distribution, (b) those services described in the TSA and (c) maintenance and administration of data relating to Time Employees, Salary Continuation Former Employees and Former Time Employees as is necessary to provide the administrative services described in the preceding clauses (a)

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and (b) (such services, the “ TWX Services ”). Without limiting the generality of Section 22.01 , except as set forth in the TSA, TWX Services shall not include any services that relate to the employment of any applicable Employee with any member of the Time Group following the Distribution. As payment for the TWX Services, Time shall, or shall cause one of its Subsidiaries to, make payments to TWX in amounts that TWX and Time reasonably determine to be the costs incurred by the TWX Group in connection with such services (the “ TWX Services Reimbursement Amounts ”); provided , however , that to the extent that the costs of any TWX Services are billed directly to a member of the Time Group by the relevant third-party vendor, the members of the Time Group shall not be required to reimburse the members of the TWX Group for such TWX Services; provided further that the Time Group shall not be required to make payments for TWX Services pursuant to this Agreement to the extent payment for the relevant TWX Services are made pursuant to the TSA. The TWX Services Reimbursement Amounts shall also include amounts that relate to services for which a member of the Time Group has previously reimbursed a member of the TWX Group (including services provided to the Time Group prior to the Distribution Date and any TWX Services) but with respect to which a member of the TWX Group incurs additional costs following the time of the initial reimbursement, which additional costs may include, but are not limited to, additional Taxes payable by a member of the TWX Group with respect to such services and additional payments required to be made to third-party vendors for previously rendered services. The obligations of Time to reimburse TWX with respect to the TWX Services are set forth in Section 18.01 .

SECTION 16.02. Pre-Separation Benefit Plan Matters. (a) Schedule 16.02(a) sets forth a list of the types of compensation and benefits provided to the Time Employees, Salary Continuation Former Employees and Former Time Employees as a result of participation in the TWX Benefit Plans prior to the Distribution Date for which a member of the TWX Group has incurred costs that are not charged directly to the members of the Time Group (such costs, the “ TWX Benefit Plan Costs ”). Following the Distribution, the members of the Time Group shall remain responsible for reimbursing the members of the TWX Group for all TWX Benefit Plan Costs; provided , however , that, except as otherwise specifically provided in this Agreement, in no event shall any member of the Time Group be required to reimburse any member of the TWX Group for the cost of (i) any compensation or benefits provided to a Transferred To Time Employee that relates to a period prior to the applicable Transfer Time or (ii) any Benefit Plan related Liabilities for which the TWX Group remains responsible pursuant to this Agreement. Furthermore, following the Distribution, the members of the TWX Group shall reimburse the members of the Time Group for any rebates or reimbursements received by a member of the TWX Group from any third party (whether from a vendor, a Governmental Authority or any other third party) that relate to amounts paid by a member of the Time Group pursuant to this Agreement or the TSA in connection with participation by Time Employees, Salary Continuation Former Employees and Former Time Employees in any TWX Benefit Plan (such refunds and rebates, the “ TWX Benefit Plan Rebates ”), which amounts shall be paid quarterly pursuant to Section 18.02 to the extent the TWX Benefit Plan Rebates exceed the TWX Benefit Costs for that quarter.

(b) Following the Distribution, the TWX Group shall remain responsible for the payment of all amounts due to the consultants set forth in Schedule 16.02(b) that relate to the services performed by such consultants as described therein.

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SECTION 16.03. Benefit Plan Indemnification. With respect to each TWX Benefit Plan or Time Benefit Plan, Time shall indemnify, defend and hold harmless the members of the TWX Group from and against any and all Liabilities (other than any such Liabilities that the members of the TWX Group have explicitly agreed to retain pursuant to this Agreement) relating to, arising out of or resulting from participation in any such plan by any Time Employee, Salary Continuation Former Employee or Former Time Employee, regardless of whether such participation relates to a period that was prior to, on or after the Distribution; provided , however , that the foregoing obligations shall not apply to any participation by a Transferred To Time Employee in any TWX Benefit Plan prior to the applicable Transfer Time; provided further that the foregoing obligations shall not apply in the event of any Liabilities arising out of wilful or intentional misconduct by any member of the TWX Group or any Employee of any member of the TWX Group. With respect to each TWX Benefit Plan or Time Benefit Plan, TWX shall indemnify, defend and hold harmless the members of the Time Group from and against any and all Liabilities (i) in connection with the Time Inc. Ventures Group Benefits Plan or (ii) arising out of wilful or intentional misconduct by any member of the TWX Group or any Employee of any member of the TWX Group; provided , however , that with respect to the immediately preceding clause (ii), in no event shall any member of the TWX Group be responsible for the cost of any compensation or benefits that the relevant member of the Time Group would have incurred in the absence of any wilful or intentional misconduct by the relevant member of the TWX Group or the relevant Employee of any member of the TWX Group. For the avoidance of doubt, prior to the Distribution Date, TWX shall take, or shall cause to be taken, all actions reasonably necessary to remove Time Inc. Ventures as nominal sponsor of the Time Inc. Ventures Group Benefits Plan, and no member of the Time Group shall have any responsibilities, obligations or Liabilities with respect to such plan from and after removal.

ARTICLE XVII

Cooperation; Production of Witnesses; Works Councils

SECTION 17.01. Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any Employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement. Without limiting the generality of the preceding sentence, (a) TWX and Time shall cooperate in connection with any audits of any Benefit Plan with respect to which such Party may have Information, (b) TWX and Time shall cooperate in coordinating each of their respective payroll systems in connection with the transfers contemplated by Sections 2.01 and 2.02 ,

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(c) TWX and Time shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the U.S. or otherwise) in connection with the services provided by one Party to the other Party, (d) TWX and Time shall cooperate in administering the TWX U.S. Pension Plan, the TWX Excess Benefit Pension Plan, the Time Inc. Excess Benefit Pension Plan, the TWMPPP, the Time U.K. Group Personal Pension Plan, the TWUKPP, the TWECEPP and the Time Canada DC Plan, (e) TWX and Time shall cooperate in good faith in accordance with Section 22.03 in providing Time with access to the health and dental claims history of Time Employees, Transferred To Time Employees, Salary Continuation Former Employees and Former Time Employees under the U.S. TWX Welfare Plans, and (f) TWX and Time shall cooperate in good faith in connection with the notification and consultation with works councils, labor unions and other employee representatives of Employees of the TWX Group and the Time Group. The obligations of the TWX Group and the Time Group to cooperate pursuant to this Section 17.01 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired.

SECTION 17.02. Production of Witnesses; Records; Further Cooperation. (a) For the time period described in Section 17.01 , except in the case of an adversarial Action or threatened adversarial Action by either TWX or Time or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, each of TWX and Time shall take all reasonable steps to make available, upon written request, the former, current and future directors, officers, Employees, other personnel and agents of the Persons in its respective Group (whether as witnesses or otherwise) and shall retain and make available any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that such Person (giving consideration to business demands of such directors, officers, Employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which TWX or Time, as applicable, may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith. The obligations of the TWX Group and the Time Group pursuant to this Section 17.02 shall remain in effect until the later of (i) the date all audits of all Benefit Plans with respect to which a Party may have Information have been completed or (ii) the date the applicable statute of limitations with respect to such audits has expired.

(b) Without limiting the foregoing, TWX and Time shall use their reasonable best efforts to cooperate and consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions, other than an adversarial Action against the other Group.

(c) The obligation of TWX and Time to make available former, current and future directors, officers, Employees and other personnel and agents or provide witnesses and experts pursuant to this Section 17.02 is intended to be interpreted

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in a manner so as to facilitate cooperation and shall include the obligation to make available Employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 17.02(a) ). Without limiting the foregoing, each of TWX and Time agrees that neither it nor any Person or Persons in its respective Group will take any adverse action against any Employee of its Group based on such Employee’s provision of assistance or information to each other pursuant to this Section 17.02 .

(d) Upon the reasonable request of TWX or Time, in connection with any Action contemplated by this Section 17.02 , TWX and Time will enter into a mutually acceptable common interest agreement so as to maintain, to the extent practicable, any applicable attorney-client privilege or work product immunity of any member of either Group.

SECTION 17.03. Works Councils; Employee and Service Provider Notices. Prior to the Distribution, (a) Time shall, and shall cause the other members of the Time Group, to satisfy all legally required obligations of the Time Group (if any) and (b) TWX shall, and shall cause the other members of the TWX Group, to satisfy all legally required obligations of the TWX Group (if any), in each case, relating to (i) notification and consultation with works councils, labor unions and other employee representatives, (ii) completion of all regulatory filings relating to Time Employees, Salary Continuation Former Employees and Former Time Employees, (iii) notification of Time Employees, Salary Continuation Former Employees and Former Time Employees, (iv) obtaining any required consents from any Time Employees, Salary Continuation Former Employees and Former Time Employees and (iv) taking such other actions with respect to the Time Employees, Salary Continuation Former Employees and Former Time Employees as may be required by applicable law, in each case, as may be necessary in order to complete the Transactions. The Time Group shall be responsible for determining whether any such actions are required with respect to Time Service Providers and Former Time Service Providers, and shall be responsible for complying with all such requirements. Time shall indemnify, defend and hold harmless each member of the TWX Group from and against any and all Liabilities relating to, arising out of or resulting from the failure of any member of the Time Group to satisfy its obligations pursuant to this Section 17.03 and TWX shall indemnify, defend and hold harmless each member of the Time Group from and against any and all Liabilities relating to, arising out of or resulting from the failure of any member of the TWX Group to satisfy its obligations pursuant to this Section 17.03 .

ARTICLE XVIII

Reimbursements

SECTION 18.01. Reimbursements by the Time Group. Promptly following the end of each calendar quarter that ends following the Distribution, TWX shall provide Time with one or more invoices that set forth the aggregate (a) U.S. Workers’ Compensation Reimbursement Amounts, (b) TWX Services

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Reimbursement Amounts, (c) TWX Equity Reimbursement Amounts and (d) TWX Benefit Plan Costs Reimbursement Amounts incurred by a member of the TWX Group during such calendar quarter. Within 20 days following Time’s receipt of such invoice, Time shall notify TWX in writing if Time disagrees with any of the amounts set forth on such invoice and the reason for any such disagreement. If Time does not timely notify TWX of any such disagreement, TWX’s determination as set forth on such invoice shall be conclusive, final and binding. If Time timely notifies TWX of any such disagreement, a Vice President of each Party shall meet during the 30-day period following Time’s notification of disagreement and shall negotiate in good faith to resolve the dispute during such period, and the resolution of such disagreement reached by such Vice Presidents shall be conclusive, final and binding. Within 60 days following the date such invoice becomes conclusive, final and binding, Time shall pay TWX an amount in cash equal to the aggregate amounts set forth on such invoice.

SECTION 18.02. Reimbursements by the TWX Group. Promptly following the end of each calendar quarter that ends following the Distribution in which TWX Dividend Equivalents are paid to Post-Separation Time Employees, Salary Continuation Former Employees and Former Time Employees, Time shall provide TWX with one or more invoices that set forth the aggregate TWX Dividend Equivalent Reimbursement Amounts incurred by a member of the Time Group during such calendar quarter. Within 20 days following TWX’s receipt of such invoice, TWX shall notify Time in writing if TWX disagrees with any of the amounts set forth on such invoice and the reason for any such disagreement. If TWX does not timely notify Time of any such disagreement, Time’s determination as set forth on such invoice shall be conclusive, final and binding. If TWX timely notifies Time of any such disagreement, a Vice President of each Party shall meet during the 30-day period following TWX’s notification of disagreement and shall negotiate in good faith to resolve the dispute during such period, and the resolution of such disagreement reached by such Vice Presidents shall be conclusive, final and binding. Within 60 days following the date each such invoice becomes conclusive, final and binding, a member of the TWX Group shall pay a member of the Time Group an amount in cash equal to the sum of the aggregate amounts set forth on such invoice plus the TWX Benefit Plan Rebate Reimbursement Amount (if any) for such calendar quarter. Furthermore, not later than the last business day of the month following each month in which an amount is withheld by a member of the TWX Group pursuant to Section 15.04 in connection with the exercise of a TWX Option by a Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee or the vesting or settlement of a TWX RSU held by a Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee, a member of the TWX Group shall pay a member of the Time Group an amount in cash equal to the aggregate TWX Equity Compensation Award Withholding Reimbursement Amount (if any) withheld by members of the TWX Group during such month.

SECTION 18.03. Invoices. All invoices provided pursuant to this Article XVIII shall be denominated in U.S. dollars.

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ARTICLE XIX

Termination

SECTION 19.01. Termination. This Agreement may be terminated by TWX at any time, in its sole discretion, prior to the Distribution; provided , however , that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

SECTION 19.02. Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, none of the Parties (or any of its directors or officers) shall have any Liability or further obligation to any other Party under this Agreement.

ARTICLE XX

Indemnification

SECTION 20.01. Incorporation of Indemnification Provisions of Separation Agreement. In addition to the specific indemnification provisions in this Agreement, Sections 6.02 through 6.09 of the Separation Agreement are hereby incorporated into this Agreement mutatis mutandi .

ARTICLE XXI

Further Assurances and Additional Covenants

SECTION 21.01. Further Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Spin-Off and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, the Separation Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and any transactions contemplated hereby.

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(c) On or prior to the Distribution Date, TWX and Time, in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by Time or any other Subsidiary of TWX, as the case may be, to effectuate the transactions contemplated by this Agreement.

(d) Prior to the Distribution, if either Party identifies any commercial or other service that is needed to ensure a smooth and orderly transition of its business in connection with the consummation of the transactions contemplated hereby, the Parties will cooperate in determining whether there is a mutually acceptable arm’s-length basis on which the other Party will provide such service.

ARTICLE XXII

Miscellaneous

SECTION 22.01. Administration. Time hereby acknowledges that TWX has provided administration services for certain Time Benefit Plans and Time agrees to assume responsibility for the administration and administration costs of such plans and each other Time Benefit Plan, except as otherwise set forth in the TSA. The Parties shall cooperate in good faith to complete such transfer of responsibility on commercially reasonable terms and conditions effective no later than the Distribution.

SECTION 22.02. Employment Tax Reporting Responsibility. The Parties hereby agree to follow the alternate procedure for U.S. employment tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35. Accordingly, (i) the members of the TWX Group shall not have any U.S. employment tax reporting responsibilities, and the members of the Time Group shall have full U.S. employment tax reporting responsibilities, for Transferred To Time Employees from and after the applicable Transfer Time, and (ii) the members of the Time Group shall not have any U.S. employment tax reporting responsibilities, and the members of the TWX Group shall have full U.S. employment tax reporting responsibilities, for Transferred To TWX Employees from and after the applicable Transfer Time.

SECTION 22.03. Data Privacy. The Parties agree that any applicable data privacy laws and any other obligations of the Time Group and the TWX Group to maintain the confidentiality of any Employee Information in accordance with applicable law shall govern the disclosure of Employee Information among the Parties under this Agreement. TWX and Time shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of the Time Employees, Salary Continuation Former Employees, Former Time Employees, Transferred To TWX Employees and Transferred To Time Employees. Time shall be responsible for ensuring that it has in place appropriate technical and organizational security measures to protect the personal data of Time Service Providers and Former

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Time Service Providers. Additionally, each Party shall sign a business associate agreement, in accordance with the U.S. Health Insurance Portability and Accountability Act of 1996, and such additional documentation as may be required to comply with applicable data privacy laws.

SECTION 22.04. Confidentiality. (a) Without limiting the scope of Section 22.03 , each of TWX and Time, on behalf of itself and each Person in its respective Group, shall, and shall cause its respective directors, officers, Employees, agents, accountants, counsel and other advisors and representatives to, hold, in strict confidence and not release or disclose, with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution) or furnished by the other Group or its respective directors, officers, Employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the TWX Group or the Time Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by any of TWX, Time or its respective Group, Employees, directors or agents, accountants, counsel and other advisors and representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of TWX, Time or Persons in its respective Group, as applicable, (iii) independently generated without reference to any proprietary or confidential Information of the TWX Group or the Time Group, as applicable, or (iv) required to be disclosed by law; provided , however , that the Person required to disclose such Information gives the applicable Person prompt, and to the extent reasonably practicable, prior notice of such disclosure and an opportunity to contest such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of TWX and Time may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (A) to their respective directors, officers, Employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and (B) to any nationally recognized statistical rating agency as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities upon normal terms and conditions; provided , however , that the Party whose Information is being disclosed or released to such rating agency is promptly notified thereof.

(b) Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this

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Agreement, each of TWX and Time will, promptly after request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information (and used commercially reasonable efforts to destroy all such Information electronically preserved or recorded within any computerized data storage device or component (including any hard drive or database)).

SECTION 22.05. Counterparts; Entire Agreement; Corporate Power. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement and the schedules hereto, together with the Separation Agreement and the Ancillary Agreements and the schedules thereto, contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

(c) TWX represents on behalf of itself and each other member of the TWX Group, and Time represents on behalf of itself and each other member of the Time Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement, the Separation Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of this Agreement and any Ancillary Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

SECTION 22.06. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

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SECTION 22.07. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) upon the sale of all or substantially all of such Party’s Assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 22.07 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 22.08. No Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any TWX Indemnitee or Time Indemnitee in their respective capacities as such, this Agreement is solely for the benefit of the Parties and no current or former director, officer, Employee or Service Provider of any member of the TWX Group or any member of the Time Group or any other individual associated therewith (including any beneficiary or dependent thereof), or any trustee of any Benefit Plan of a Party or their respective Subsidiaries shall be regarded for any purpose as a third-party beneficiary of this Agreement and no provision of this Agreement shall create such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any TWX Benefit Plan or any Time Benefit Plan. Furthermore, no provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate any TWX Benefit Plan or any Time Benefit Plan and nothing herein shall be construed as an amendment to any such Benefit Plan. No provision of this Agreement shall require any member of the TWX Group or any member of the Time Group to continue the employment of any Employee or the services of any Service Provider of any member of either Group for any specific period of time following the Distribution.

SECTION 22.09. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to TWX, to:

Time Warner Inc.

One Time Warner Center

New York, NY 10019

Attn: General Counsel

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attn: Eric Schiele

If to Time, to:

Time Inc.

1271 Avenue of the Americas

New York, NY 10020

Attn: General Counsel

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Attn: David Lagasse

Any Party may, by notice to the other Parties, change the address to which such notices are to be given.

SECTION 22.10. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 22.11. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 22.12. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Distribution and shall remain in full force and effect.

SECTION 22.13. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this

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Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party hereto of any default by the other Party hereto of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 22.14. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties to this Agreement agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 22.15. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 22.16. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. Any reference herein to this Agreement, unless otherwise stated, shall be construed to refer to this Agreement as amended, supplemented or otherwise modified from time to time, as permitted by Section 22.15 . The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

EXHIBIT 10.4

TIME INC.

2014 OMNIBUS INCENTIVE COMPENSATION PLAN

1. PURPOSE

The name of the plan is the Time Inc. 2014 Omnibus Incentive Plan (the “ Plan ”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors, and other key service providers (including consultants) of Time Inc., a Delaware corporation (the “ Company ”), and its Affiliates (as defined below) upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company or other incentive awards related to the Company. It is anticipated that providing such awards to these individuals will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their commitment to the Company.

2. DEFINITIONS

The following terms shall be defined as set forth below:

(a) “Affiliate” means any entity that is consolidated with the Company for financial reporting purposes or any other entity designated by the Committee and that meets the requirements of an “Affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act.

(b) “ Award ” or “ Awards, ” except where referring to a particular category of grant under the Plan, shall include Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Other Stock-Based Awards, Cash-Based Awards, Performance-Based Awards and Dividend Equivalent Rights.

(c) “Award Agreement” means any written agreement, contract or other instrument or document or combination of documents evidencing any Award, which may, but need not, require execution or acknowledgment by a Grantee.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Cash-Based Award ” shall have the meaning set forth in Section 11(a).

(f) “ Change in Control ” means the occurrence of any of the following events:

(i) any “ Person ” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act becomes the “ Beneficial Owner ” within the meaning of Rule 13d-3 promulgated under the Exchange Act of 30% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; excluding, however, any circumstance in which such beneficial ownership resulted from any acquisition (1) directly from the Company, (2) by an employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (3) by an underwriter temporarily holding such securities pursuant to an offering of such securities or any acquisition by a pledgee of securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (4) pursuant to a Corporate Transaction that does not constitute a Change in Control for purposes of subparagraph (iii) below.

(ii) a change in the composition of the Board since the Effective Date, 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 the Effective Date whose election or nomination for election by the Company’s Shareholders 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 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;

(iii) a Corporate Transaction (1) unless securities representing 50% or more of 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, including a corporation that, as a result of such transaction owns all or substantially all of the Company’s assets (or the direct or indirect parent of such corporation), are held immediately subsequent to such transaction by the person or persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction, (2) no “ Person ” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding any benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such Corporate Transaction) owns, directly or indirectly, 30% or more of 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 and (3) at least a majority of the members of the Board of the Company or the corporation resulting from the Corporate Transaction were members of the Incumbent Board at the time of the execution of the definitive agreement providing for such Corporate Transaction or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Corporate Transaction; or

(iv) the liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in clause (iii) above that does not otherwise constitute a Change in Control;

provided that, to the extent any Award provides for the payment of non-qualified deferred compensation subject to Section 409A, an event set forth above shall not constitute a “Change in Control” unless it also constitutes a “change in ownership,” a “change in the effective control” or a “change in the ownership of substantial assets” of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5) and such limitation is necessary to avoid an impermissible distribution or other event resulting in adverse tax consequences under Section 409A.

Notwithstanding anything to the contrary in the foregoing, a transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity (including where the Company is succeeded by an issuer incorporated under the laws of another state, country or foreign government for such purpose and whether or not the Company remains in existence following such transaction) where, immediately subsequent to the transaction, all or substantially all of the persons or group that beneficially owned all or substantially all of the combined voting power of the Company’s voting securities immediately prior to the transaction beneficially own all or substantially all of the combined voting power of the Company or the ultimate parent entity in substantially the same proportions as their ownership immediately prior to such transaction.

The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

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(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor code, and related rules, regulations and interpretations.

(h) “ Committee ” means the Committee described in Section 3.

(i) “ Company ” shall have the meaning set forth in Section 1.

(j) “ Corporate Transaction ” means (i) a reorganization, recapitalization, merger, consolidation or similar form of corporate transaction involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if securities of the Company entitled to vote generally in the election of directors are issued or issuable, or (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate.

(k) “ Covered Employee ” means an employee who is a “covered employee” within the meaning of Section 162(m) of the Code.

(l) “ Covered Person ” has the meaning set forth in Section 3(d).

(m) “ Distribution Date ” means the date that Time Warner distributes to holders of shares of its outstanding common stock, through a spin-off, all of the outstanding Shares.

(n) “ Dividend Equivalent Right ” means an Award entitling the Grantee to receive, cash, Shares, other securities, other Awards or other property the value of which is based on the cash dividends paid on the Shares that are subject to an Award or that otherwise have not been issued to the Grantee, pursuant to the terms and conditions set forth in Section 13.

(o) “ Effective Date ” shall have the meaning set forth in Section 17.

(p) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(q) “ Fair Market Value ” means on a given date, (i) if there is a public market for the Shares and the Shares are listed on the NYSE, the closing sale price of the Shares on such date as reported on the NYSE Composite Tape, or, if the Shares are no longer listed on the NYSE, then the closing price of the Shares on such date as reported by such other national securities exchange or quotation system on which the Shares then have their primary listing or quotation; provided that, if no sale of Shares shall have been reported on such date, then the immediately preceding date on which sales of the Shares have been so reported shall be used, and (ii) if there is no public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith, under a reasonable methodology which shall be in compliance with Section 409A to the extent such determination is necessary for Awards under the Plan to comply with, or be exempt from, Section 409A.

(r) “ Grant Date ” means the date on which the Committee approves the grant of an Award, except as may be otherwise provided in an Award Agreement or specified in the applicable Committee minutes or other documentation reflecting such approval.

(s) “ Grantee ” shall mean an eligible individual (as determined under Section 5(a)) who is granted an Award under the Plan.

(t) “ Incentive Stock Option ” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

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(u) “ Independent Director ” means a member of the Board who is not also an employee of the Company or any Affiliate and who meets the independence requirements of the NYSE or any successor exchange on which the Shares are listed.

(v) “ Non-Employee Director ” means a member of the Board who is not also an employee of the Company or any Affiliate.

(w) “ Non-Qualified Stock Option ” means any Stock Option that is not an Incentive Stock Option.

(x) “ NYSE ” means the New York Stock Exchange.

(y) “ Option-Type Award ” means a Stock Option, or Stock Appreciation Right or Other Stock-Based Award the value of which is determined by reference to, or is otherwise based on, the appreciation in the Fair Market Value of a Share.

(z) “ Other Stock-Based Award ” means an Award denominated in Shares or calculated or determined by reference to Shares granted pursuant to Section 10.

(aa) “ Parent ” shall mean a “parent corporation” as defined in Section 424(e) of the Code.

(bb) “ Performance-Based Award ” shall have the meaning set forth in Section 12(a).

(cc) “ Performance Criteria ” means any or all of the criteria set forth in Section 12(d).

(dd) “ Performance Formula ” means an objective formula established by the Committee for computing the amount of an Award that will be earned by a Grantee if a Performance Goal is attained in whole or in part during the Performance Period.

(ee) “ Performance Goal ” means a specific level of performance of the Company or any of its Affiliates, brands, divisions or operational units, or any combination of the foregoing based on one or more of the Performance Criteria to be attained during the Performance Period.

(ff) “ Performance Period ” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a Grantee’s right to and the payment of an Award.

(gg) “ Plan ” shall have the meaning set forth in Section 1, as the same may be amended from time to time.

(hh) “ Replacement Award ” means (i) an Award that is granted in replacement of stock options to purchase, or restricted stock units payable in shares of, Time Warner Common Stock that were forfeited by a Grantee in connection with the Distribution Date, or (ii) an Award that is granted to satisfy the conversion of stock options and restricted stock units payable in shares of Time Warner Common Stock in connection with the Distribution Date.

(ii) “ Restricted Stock ” shall have the meaning assigned to such term in Section 8.

(jj) “ Restricted Stock Award ” means Awards granted pursuant to Section 8.

(kk) “ Restricted Stock Units ” or “ RSUs ” means Awards granted pursuant to Section 9.

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(ll) “ Retained Distribution ” shall have the meaning assigned to such term in Section 13.

(mm) “ Section 409A ” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

(nn) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(oo) “ Share ” means a share of the common stock, par value $.01 per share, of the Company, or such other securities of the Company (i) into which such shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction, or (ii) as may be determined by the Committee pursuant to Section 4.

(pp) “ Shareholder” means a holder of Shares.

(qq) “ Stock Appreciation Right ” or “ SAR ” shall have the meaning assigned to such term in Section 7.

(rr) “ Stock Option ” or “Option” means any option to purchase Shares granted pursuant to Section 6.

(ss) “ Subsidiary ” means a “subsidiary corporation” as defined in Section 424(f) of the Code.

(tt) “ Substitute Awards ” shall have the meaning assigned to such term in Section 3(g).

(uu) “ Time Warner ” means Time Warner Inc., a Delaware corporation.

(vv) “Time Warner Common Stock” means common stock, $0.01 par value per share, of Time Warner.

(ww) “ Trading Day ” means a day on which the Shares are traded on the NYSE or other registered national securities exchange.

(xx) “Unrestricted Pool” means a number of Shares equal to 5% of the total number of Shares available for issuance under the Plan set forth in Section 4.

3. PLAN ADMINISTRATION

(a) Composition of Committee . The Plan shall be administered by the Committee, which shall be composed of two or more directors, as determined by the Board; provided that, to the extent necessary to comply with the rules of the NYSE or any successor exchange on which the Shares may be listed and Rule 16b-3 promulgated under the Exchange Act, and to satisfy any applicable requirements of Section 162(m) of the Code and any other applicable laws or rules, the Committee shall be composed of two or more directors, all of whom shall be Independent Directors and all of whom shall qualify as (i) “outside directors” under Section 162(m) of the Code, and (ii) “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Exchange Act (or any successor rule thereto).

(b) Authority of Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including, but not limited to, the authority to (i) designate the individuals who shall receive Awards, (ii) determine the type or types of Awards to be made, (iii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of

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any Awards, including any special terms for non-U.S. Grantees, (v) determine the vesting schedules of Awards and, if certain performance objectives (including those related to the Performance Criteria) must be attained in order for an Award to vest or be settled or paid, (vi) establish any performance criteria applicable to Awards and certify whether, and to what extent, such performance criteria have been attained, (vii) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (viii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (ix) interpret, administer, reconcile any inconsistency in, correct any default in, supply any omission in, or make any finding of fact necessary to the administration of, the Plan and any instrument or agreement relating to, or Award made under, the Plan, (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (xi) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards (including, without limitation, in connection with a Change in Control), (xii) amend an outstanding Award or grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (1) the tax consequences of such Award to the Company or the Grantee differ from those consequences that were expected to occur on the date the Award was granted or (2) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated, and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Committee Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons, including the Company, any Affiliate, any Grantee or any holder of any Award and any Shareholder.

(d) Indemnification. No member of the Board, the Committee, or any officer of the Company (each such person, a “ Covered Person ”) shall be liable for any action taken or omitted to be taken or any determination made in good faith on behalf of the Company with respect to the administration of the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken with respect to the administration of the Plan or any Award hereunder and (ii) any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law,

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or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

(e) Delegation of Authority. The Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion and in accordance with applicable law, to its Chief Executive Officer or to any subcommittee consisting of one or more members of the Committee the authority to grant Awards (other than Awards to Covered Employees or Grantees who are subject to Section 16 of the Exchange Act) to employees and service providers (including consultants) of the Company and its Affiliates and to make all necessary and appropriate decisions and determinations with respect thereto. The Committee shall include in any delegation limitations required or permitted by applicable law, including a limitation as to the type and amount of Awards that may be granted during the delegation period, and such delegation shall contain guidelines as to the determination of the exercise price of any Stock Option or Stock Appreciation Right, the purchase or exercise price of other Awards and the vesting criteria. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Chief Executive Officer or any such subcommittee that were consistent with the terms of the delegation and the Plan.

(f) Awards to Independent Directors. Notwithstanding anything in the Plan to the contrary, the Board may, in its sole and plenary discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards, subject to the limitations set forth in Section 4. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.

(g) Certain Substitute Awards. Subject to the restrictions on re-pricing of Option-Type Awards set forth in Section 15(b), Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines (“ Substitute Awards ”). The number of Shares underlying any Substitute Awards shall be counted against the total number of Shares available for issuance under the Plan as set forth in Section 4(a), except that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall not be counted against such total number of Shares; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify for special tax treatment under Sections 421 and 422 of the Code that were previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall be counted against the maximum aggregate number of Shares available for Incentive Stock Options under the Plan, as set forth in Section 4(d).

4. PLAN LIMITS

(a) Shares Available For Awards under the Plan. Subject to adjustment as provided in Section 4(e), the total number of Shares available for issuance under the Plan shall be equal to 12,500,000. Shares granted under the Plan may consist, in whole or in part, of authorized and unissued Shares or of treasury shares. No more than 10,500,000 Shares may be issued pursuant to Awards that are not Option-Type Awards and no more than 1,000,000 Shares may be issued pursuant to Incentive Stock Options, in each case, subject to adjustment as provided in Section 4(e).

(b) In determining the number of Shares that remain issuable under the Plan, the following Shares will be deemed not to have been issued (and will be deemed to remain available for issuance) under the Plan: (i) Shares remaining under an Award that terminates or is canceled without having been exercised

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or earned in full and (ii) Shares subject to Awards that are not Option-Type Awards that are surrendered or withheld to satisfy the tax withholding obligations resulting from the tax event associated with such Awards. Notwithstanding anything to the contrary contained herein: (A) in the case of an Award denominated in Shares which is settled other than in Shares (including cash settlement), each Share subject to such Award (other than, in the case of an Award that is not an Option-Type Award, the number of such Shares that has a Fair Market Value equal to the amount of any taxes required to be withheld in respect of such Award) shall be counted as one Share against the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan, as provided in Section 4(a) above (and shall not again become available to be delivered pursuant to Awards under the Plan), (B) no Shares that are surrendered or tendered to the Company or any Affiliate in payment of the exercise price of an Option or any taxes required to be withheld in respect of an Option-Type Award shall again become available to be delivered pursuant to Awards under the Plan, (C) upon exercise of a Stock Appreciation Right, each Share with respect to which such Stock Appreciation Right is exercised shall be counted as one Share against the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan, as provided in Section 4(a) above, regardless of the number of Shares actually delivered upon settlement of such Stock Appreciation Right, and (D) no Shares reacquired by the Company or an Affiliate on the open market or otherwise using cash proceeds from the exercise of Options shall again become available to be delivered pursuant to Awards under the Plan. For purposes of this Section 4(b) and for the avoidance of any doubt, “surrendered” includes the tendering of Shares held by the Grantee or withheld from an Award, voluntarily by the Grantee, or mandatorily by the Company.

(c) Performance-Based Award Limitations. The maximum number of Shares that may be granted pursuant to Option-Type Awards to any Grantee during any calendar year is 1,000,000 Shares. The maximum number of Shares that may be issuable pursuant to Performance-Based Awards granted to any Grantee during any calendar year is 500,000 Shares (or the cash equivalent based on the Fair Market Value of a Share on the date of payment in the case of Performance-Based Awards that are denominated in Shares but settled in cash). The maximum amount that may be payable pursuant to Performance-Based Awards that are Cash-Based Awards granted to any Grantee during any calendar year is $6,000,000. Notwithstanding the foregoing, any limits in the foregoing shall not otherwise limit the Committee’s ability to grant Awards not intended to qualify as Performance-Based Awards.

(d) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its Parent and Subsidiaries become exercisable for the first time by Grantee during any calendar year shall not exceed $100,000. To the extent that any Stock Option that is intended to be an Incentive Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

(e) Adjustments. (i) In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, combination, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to holders of Shares other than regular cash dividends, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (which substitution or adjustment, as applicable, shall be consistent with the requirements of Section 409A as described in Section 14(c) and with respect to Incentive Stock Options, consistent with Section 424 of the Code), as to (1) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (2) the maximum number of Shares that may be granted under Awards (including individual limits) to any Grantee established under Section 4(c) and Plan limits established for Awards that are not Option-Type Awards and Incentive Stock Options under Section 4(a) of the Plan, (3) the exercise price of any Option-Type Award, (4) the number and kind of Shares or other securities subject to

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any then outstanding Awards under the Plan, (5) the repurchase price per Share subject to any Shares issued pursuant to an Award that are subject to repurchase by the Company and/or (6) any other affected terms of outstanding Awards.

(ii) In the event of a Change in Control after the Effective Date, the Committee may (subject to the requirements of Section 409A, as described in Section 14(c)), but shall not be obligated to, (1) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award, (2) cancel Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Option-Type Awards, may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to the Option-Type Award (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Option-Type Awards) over the aggregate exercise of the Option-Type Award, (3) cancel and terminate any Option-Type Award having an Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option-Type Award without any payment or consideration therefor, (4) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion, (5) provide that for a period of at least thirty (30) days prior to the Change in Control, Option-Type Awards shall be exercisable as to all Shares subject thereto to the extent vested and that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect, or (6) take such other action with respect to Awards as the Committee shall determine to be appropriate in its discretion.

5. ELIGIBILITY

(a) Eligible Grantees. Grantees under the Plan shall be such officers and other employees, Non-Employee Directors and key service providers (including consultants) of the Company and its Affiliates that are selected from time to time by the Committee or its authorized delegate.

(b) No Requirement for Uniform Treatment. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Grantee and may be made selectively among Grantees, whether or not such Grantees are similarly situated.

6. STOCK OPTIONS

(a) Grant . The Committee may grant Awards of Stock Options.

(b) Terms and Conditions . The Committee shall determine (i) the Grantees to whom Stock Options shall be granted, (ii) subject to Section 4, the number of Shares subject to Stock Options to be granted to each Grantee, (iii) whether each Stock Option will be an Incentive Stock Option or a Non-Qualified Stock Option and (iv) the conditions and limitations applicable to the vesting and exercise of each Option. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and its interpretive regulations, as they may be amended from time to time. All Stock Options granted under the Plan shall be Non-Qualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If a Stock Option is intended to be an Incentive Stock Option, and if, for any reason, the Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or portion thereof) shall become a Nonqualified Stock Option appropriately granted under the Plan.

(c) Exercise Price. The per Share exercise price of each Stock Option shall be no less than 100% of the Fair Market Value of a Share determined on the Grant Date; provided that in the case of an Incentive

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Stock Option granted to an employee of the Company or a Subsidiary who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary or Parent, the per Share exercise price shall be no less than 110% of the Fair Market Value of a Share on the Grant Date; and provided, further, that Stock Options that are granted as Substitute Awards or as Replacement Awards may be granted with a per Share exercise price that is less than 100% of the Fair Market Value on the Grant Date. Stock Options are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.

(d) Vesting and Exercise . Each Stock Option shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committee may specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement or as specified in an agreement between the Company or its Affiliates and the Grantee, (i) a Stock Option may only be exercised to the extent that it has already vested at the time of exercise, and (ii) if a Grantee’s employment (or other service relationship) with the Company and its Affiliates terminates for any reason, the portion of the Stock Option that remains unvested at the time of termination shall expire and cease to be exercisable. A Stock Option shall be deemed to be exercised when written or electronic notice of such exercise has been received by the Company, in accordance with the terms of the Award, by the person entitled to exercise the Award with respect to which the Stock Option is being exercised, together with full payment stating the number of Shares. Exercise of a Stock Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Stock Option and in the number of Shares that may be available for purposes of the Plan, by the number of Shares as to which the Stock Option is exercised. The Committee may impose such conditions with respect to the exercise of Stock Options, including, without limitation, any conditions relating to the application of any applicable securities laws, as it may deem necessary or advisable.

(e) Payment . (i) No Shares shall be delivered pursuant to any exercise of a Stock Option until the Company receives payment in full of the aggregate exercise price. Such payments may be made in cash or its equivalent ( e.g., check) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned by the Grantee (which are not the subject of any pledge or other security interest), (2) if there shall be 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 Stock Option and to deliver promptly to the Company an amount equal to the aggregate exercise price or (3) through any other method (or combination of methods) as approved by the Committee; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company, as of the date of such tender, is at least equal to the aggregate exercise price. No Grantee shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to a Stock Option until the Shares are issued to the Grantee.

(ii) Wherever in the Plan or any Award Agreement, a Grantee is permitted to pay the exercise price of a Stock Option or taxes relating to the exercise of a Stock Option by delivering Shares, the Grantee may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Stock Option, as exercised, without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Stock Option.

(f) Expiration . Except as may otherwise be provided to a Grantee outside of the United States in accordance with the terms of a sub-plan or Award Agreement or other grant made pursuant to Section 15(c), each Stock Option shall expire and shall in no event be exercisable after the tenth (10 ^th ) anniversary of the date the Option is granted.

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7. STOCK APPRECIATION RIGHTS

(a) Grant . The Committee may grant Awards providing an unfunded right to receive, upon exercise, an amount of Shares, cash or other securities or property (as determined by the Committee and as set forth in the Award Agreement) equal to (i) the excess of (1) the Fair Market Value of a Share on the exercise date over (2) the exercise price per Share, times (ii) the number of Shares covered by the Award (such Award a “ Stock Appreciation Right ”).

(b) Terms and Conditions . The Committee shall determine (i) the Grantees to whom Stock Appreciation Rights shall be granted, (ii) subject to Section 4, the number of Stock Appreciation Rights to be granted to each Grantee, (iii) subject to this Section 7, the exercise price thereof, (iv) whether the Stock Appreciation Right is granted as an independent award or in tandem with a Stock Option Award, and (v) the conditions and limitations applicable to the exercise thereof. Exercise of a Stock Appreciation Right in any manner shall result in a decrease in the number of Shares that thereafter are subject to such Stock Appreciation Right and in the number of Shares that may be available for purposes of the Plan, by the number of Shares issued with respect to such Stock Appreciation Right.

(c) Exercise Price. The exercise price per Share covered by a Stock Appreciation Right shall be no less than 100% of the Fair Market Value of such Share on the Grant Date; provided that notwithstanding the foregoing, in the case of a Stock Appreciation Right granted in tandem with a Stock Option, or a portion thereof, the exercise price may not be less than the exercise price of the related Stock Option; and provided, further, that Stock Appreciation Rights that are granted as Substitute Awards may be granted with a per Share exercise price that is less than 100% of the Fair Market Value on the Grant Date. Stock Appreciation Rights are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.

(d) Vesting and Exercise . Stock Appreciation Rights shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committee may specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement or as specified in an agreement between the Company or its Affiliates and the Grantee, (i) a Stock Appreciation Right may only be exercised to the extent that it has already vested at the time of exercise, and (ii) if a Grantee’s employment (or other service relationship) with the Company and its Affiliates terminates for any reason, the portion of the Stock Appreciation Right that remains unvested at the time of termination shall expire and cease to be exercisable. A Stock Appreciation Right will be deemed to be exercised when written or electronic notice of such exercise has been received by the Company, in accordance with the terms of the Award from the person entitled to exercise the Award stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No Grantee shall have any rights to dividends or other rights of a Shareholder with respect to Shares covered by Stock Appreciation Rights.

(e) Expiration. Except as may otherwise be provided to a Grantee outside of the United States in accordance with the terms of a sub-plan established or other grant made pursuant to Section 15(c), each Stock Appreciation Right shall expire and shall in no event be exercisable after the tenth (10 ^th ) anniversary of the date the Stock Appreciation Right is granted.

8. RESTRICTED STOCK AWARDS

(a) Grant. Subject to the provisions of the Plan, the Committee may grant an Award of Shares that are subject to such restrictions and conditions as the Committee may determine at the time of grant (“ Restricted Stock ”).

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(b) Terms and Conditions. The Committee shall determine: (i) the Grantees to whom Restricted Stock Awards shall be granted, (ii) subject to Section 4, the number of Shares of Restricted Stock to be granted to each Grantee, (iii) the nature and duration of the period during which, and the conditions, if any, under which, the Restricted Stock Awards may vest or may be forfeited, including, without limitation, conditions related to the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives and (iv) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan. Notwithstanding any other provision of the Plan, Restricted Stock Awards that (A) are subject to time-based vesting, but not performance-based vesting, shall not fully vest until the completion of a vesting period of at least three years from the Grant Date, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Grantee’s employment, and (B) are subject to vesting upon the attainment of performance objectives shall have a minimum performance period of one year; provided that the minimum vesting periods set forth in this sentence shall not apply to Awards relating to Shares in the Unrestricted Pool, which shall be subject to vesting over such period as the Committee shall specify.

(c) Rights as a Stockholder. Upon payment of any applicable purchase price, if any, and satisfaction of such other conditions as the Committee shall require for the issuance of the Restricted Stock Award, a Grantee shall have the rights of a Shareholder with respect to the voting of the Restricted Stock, subject to such conditions contained in the Award Agreement. Unless the Committee shall otherwise determine, Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that the Restricted Stock is subject to forfeiture and other transfer restrictions until the Restricted Stock Award is vested.

(d) Transfer Restrictions . Shares of Restricted Stock awarded under this Plan may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award Agreement. Unless provided otherwise in the Award Agreement or in an agreement between the Company or its Affiliates and the Grantee, if a Grantee’s employment (or other service relationship) with the Company and its Affiliates terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to the Grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from the Grantee or the Grantee’s legal representative simultaneously with the termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the Grantee or rights of the Grantee as a Shareholder.

(d) Dividends. Dividends paid on any Shares of Restricted Stock shall be paid in accordance with the applicable Award Agreement which may, without limitation, provide that payment of dividends will be (i) made currently, (ii) deferred until the Shares of Restricted Stock for which they have been paid have vested, (iii) withheld by the Company and paid when the Restricted Stock Award vests, (iv) reinvested in additional Shares of Restricted Stock, (v) waived by the Grantee or (vi) a combination thereof, as determined by the Committee in its sole discretion; provided that, for Shares of Restricted Stock that are subject to vesting upon the attainment of a performance objective, dividends may be paid only with respect to those Shares of Restricted Stock for which the Committee certifies that the performance objective has been achieved.

9. RESTRICTED STOCK UNITS

(a) Grant. The Committee may grant Awards of “ Restricted Stock Units ” that represent an unfunded promise to deliver Shares, cash or other securities or property (as determined by the Committee and set forth in the Award Agreement) subject to such restrictions and conditions as the Committee may determine at the time of grant.

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(b) Terms and Conditions . The Committee shall determine: (i) the Grantees to whom Restricted Stock Units shall be granted, (ii) subject to Section 4, the number of Restricted Stock Units be granted to each Grantee, (iii) the nature and duration of the period during which, and the conditions, if any, under which, the Restricted Stock Awards may vest or may be forfeited including, without limitation, conditions related to the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives, (iv) the timing of delivery of Shares, cash or other securities or property following vesting, provided , however , that any delay in the delivery of Shares, cash or other securities or property shall comply with Section 409A such that the delivery will not result in the imposition of any excise tax otherwise imposed by Section 409A, and (v) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan. Notwithstanding any other provision of the Plan, Restricted Stock Units settled in Shares that (A) are subject to time-based vesting, but not performance-based vesting, shall not fully vest until the completion of a vesting period of at least three years from the Grant Date, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Grantee’s employment, and (B) that are subject to vesting upon the attainment of performance objectives shall have a minimum performance period of one year; provided that the minimum vesting periods set forth in this sentence shall not apply to (1) any Restricted Stock Units that are Replacement Awards, which shall generally be subject to vesting terms that are consistent with the terms of the corresponding Time Warner awards, or (2) Awards relating to Shares in the Unrestricted Pool, which Awards shall be subject to vesting over such period as the Committee shall specify.

(c) No Rights as a Shareholder. A Grantee of Restricted Stock Units shall have no rights as a Shareholder with respect to such Restricted Stock Units; provided, however , nothing herein shall preclude the Committee from granting Dividend Equivalent Rights for the Shares underlying the Restricted Stock Unit Award, subject to such terms and conditions as the Committee may determine; provided that any such Dividend Equivalent Rights granted in respect of a Restricted Stock Unit Award that is subject to vesting upon the attainment of a performance objective may be paid only with respect to the Shares underlying such Award for which the Committee certifies that the performance objective has been achieved.

10. OTHER STOCK-BASED AWARDS

(a) Grant. The Committee may grant Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of Shares, which Awards are not Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards or Dividend Equivalent Rights (“ Other Stock-Based Awards ”), including, without limitation, (i) Shares awarded as a bonus and not subject to any restrictions or conditions, and (ii) Awards that afford the Grantee the opportunity to earn other Awards under the Plan (e.g., in payment of the amount due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate) such as performance Shares, performance stock units and deferred stock units. Other Stock-Based Awards may be granted alone or in tandem other Awards granted under the Plan.

(b) Terms and Conditions. The Committee shall determine (i) the Grantees to whom the Other Stock-Based Awards shall be granted; (ii) subject to Section 4, the number of Shares to be subject to the Other Stock-Based Awards; (iii) whether such Other Stock-Based Awards shall be settled in Shares, cash or other securities or property or any combination thereof; (iv) the nature and duration of the period during which, and the conditions, if any, under which, the Other Stock-Based Awards may vest or may be forfeited including, without limitation, conditions related to the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives, (v) the timing of delivery of Shares, cash or other securities or property following vesting, provided, however , that any delay in the delivery of Shares, cash or other securities or property shall be designed to comply with

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Section 409A to minimize the likelihood that delivery will result in the imposition of any excise tax otherwise imposed by Section 409A, and (vi) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan including, without limitation, whether the Award shall be granted with Dividend Equivalent Rights; provided that any such Dividend Equivalent Rights granted in respect of an Other Stock-Based Award that is subject to vesting upon the attainment of a performance objective may be paid only with respect to the Shares underlying such Award for which the Committee certifies that the performance objective has been achieved. Any Shares issued in respect of such Other Stock-Based Awards shall be fully paid and non-assessable. Notwithstanding any other provision of the Plan, Other Stock-Based Awards settled in Shares that (A) are subject to time-based vesting, but not performance-based vesting shall not fully vest until the completion of a vesting period of at least three years from the Grant Date, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Grantee’s employment, and (B) that are subject to vesting upon the attainment of performance objectives shall have a minimum performance period of one year; provided that the minimum vesting periods set forth in this sentence shall not apply to (1) any Other Stock-Based Awards that are Replacement Awards, which shall generally be subject to vesting terms that are consistent with the terms of the corresponding Time Warner awards, or (2) Other Stock Based Awards relating to Shares in the Unrestricted Pool or are Option-Type Awards, which Awards in either case shall be subject to vesting over such period as the Committee shall specify.

(c) Expiration . Except as may otherwise be provided to a Grantee outside of the United States in accordance with the terms of an sub-plan or Award Agreement or other grant made pursuant to Section 15(c), each Other Stock-Based Award that is an Option-Type Award shall expire and shall in no event be exercisable after the tenth (10 ^th ) anniversary of the date the Award is granted.

11. CASH-BASED AWARDS

(a) Grant. The Committee may grant cash denominated Awards that specify an amount, formula or payment range, as determined by the Committee, to be paid or earned by a Grantee (“ Cash-Based Awards ”).

(b) Terms and Conditions. The Committee shall determine (i) the Grantees to whom Cash-Based Awards shall be granted, (ii) subject to Section 4, the amount payable under the Cash-Based Award, (iii) the nature and duration of the period during which, and the conditions, if any, under which, a right to payment under the Cash-Based Awards may vest or may be forfeited, including, without limitation, conditions related to the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives, (iv) the timing of delivery of cash following vesting, provided , however , that any delay in the delivery of cash shall comply with Section 409A such that the delivery will not result in the imposition of any excise tax otherwise imposed by Section 409A, and (v) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan. Cash-Based Awards may be granted alone or in tandem with other Awards granted under the Plan.

12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Designation. On the Grant Date, the Committee may designate any Award (other than Options and Stock Appreciation Rights for which no such designation is necessary) to a Grantee who is, or who the Committee determines may become a Covered Employee as an Award that is intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code (a “ Performance-Based Award ”).

(b) Grantees . The Committee shall, in its sole discretion, designate within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the

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Code) which Grantees will be eligible to receive Performance-Based Awards in respect of such Performance Period. However, designation of a Grantee as eligible to receive an Award under this Section 12 for a Performance Period shall not in any manner entitle the Grantee to receive payment in respect of any Performance-Based Award for the Performance Period. The determination as to whether or not the Grantee becomes entitled to payment in respect of any Performance-Based Award shall be decided solely in accordance with the provisions of this Section 12. Designation of a Grantee as eligible to receive a Performance-Based Award for a particular Performance Period shall not require designation of the Grantee as eligible to receive an Award under this Section 12 in any subsequent Performance Period. The designation of one person as a Grantee eligible to receive a Performance-Based Award hereunder shall not require designation of any other person as a Grantee eligible to receive Performance-Based Awards in that Performance Period or any other Performance Period.

(c) Establishment of Performance-Based Awards . With regard to a particular Performance Period, the Committee shall determine (i) the length of such Performance Period, (ii) the types of Performance-Based Awards to be issued, (iii) the Performance Goals (which goals may be established in the Committee’s discretion with respect to the Company and its Affiliates or with respect to any subdivision thereof (including at the level of an Affiliate, brand, division, operating unit, or combination thereof)), (iv) the Performance Formula, and (v) such other terms and conditions of such Awards as the Committee shall determine that are consistent with the Plan and that would not cause the Award to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. Within the first 90 days of the start of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance-Based Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(d) Performance Criteria . The Performance Criteria that may be used to establish the Performance Goals with respect to Performance-Based Awards shall be limited to the following: (i) net income before or after taxes, (ii) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization), (iii) operating income, (iv) earnings per share, (v) return on shareholders’ equity, (vi) return on investment or capital, (vii) return on assets, (viii) level or amount of acquisitions, (ix) share price, (x) profitability and profit margins, (xi) market share (in the aggregate or by brand, group or product), (xii) revenues or sales (based on units or dollars), (xiii) costs, (xiv) cash flow, (xv) working capital, (xvi) average sales price, (xvii) accounts receivable levels, (xviii) measures of Internet traffic, such as number of unique visits per page, or number of clicks, or (xix) completion of projects within specified time frame. Such Performance Criteria may be applied on an absolute basis and/or be relative to one or more peer companies of the Company or indices or any combination thereof.

(e) Modification of Performance Goals. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), or any time thereafter (but only to the extent the exercise of such authority after such 90-day period (or such shorter period, if applicable) would not cause the Performance-Based Awards granted to any Grantee for the Performance Period to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code), to adjust or modify the calculation of a Performance Goal for a Performance Period to the extent permitted under Section 162(m) of the Code, including, without limitation, in the event of, or in anticipation of: (i) any unusual, non-recurring or infrequently occurring items, transactions, events or developments affecting the Company or any of its Affiliates, brands, divisions or operating units (to the extent applicable to such Performance Goal), including charges for restructurings (employee severance liabilities, asset impairment costs, and exit costs), discontinued operations, extraordinary items and the cumulative effect of changes in accounting treatment, brands,

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divisions or operating units, or (ii) changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

(f) Conditions to Payment of Performance-Based Awards. Except as otherwise permitted by Section 162(m) of the Code for “qualified performance-based compensation,” a Grantee shall be eligible to receive payments in respect of a Performance-Based Award only to the extent that (i) the Performance Goals for the relevant Performance Period are achieved and certified by the Committee in accordance with this Section 12, and (ii) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Grantee’s Performance-Based Award has been earned for that Performance Period.

(g)  Certification . Following the completion of a Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Performance-Based Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Grantee’s Performance-Based Award for the Performance Period and, in so doing, may apply negative discretion as authorized by Section 12(h).

(h) Committee Discretion (Negative Discretion) . In determining the actual size of an individual Performance-Based Award for a Performance Period, the Committee may reduce or eliminate the amount of the Award earned in the Performance Period, even if applicable Performance Goals have been attained. In no event may the Committee (i) grant or provide payment in respect of Performance-Based Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, (ii) increase a Performance-Based Award for any Grantee at any time after the first 90 days of the Performance Period (or, if shorter, the maximum period allowed under Section 162(m) of the Code), or (iii) increase a Performance-Based Award above the maximum amount payable under Section 4 of the Plan.

(i) Timing of Award Payments. The Performance-Based Awards granted for a Performance Period shall be paid or settled, as applicable as soon as administratively possible following completion of the certifications required by Section 12(g), unless the Committee shall determine that any Performance-Based Award shall be deferred, provided that any deferral in the payment or settlement of a Performance-Based Award shall comply with Section 409A such that the deferral will not result in the imposition of any excise tax otherwise imposed by Section 409A.

13. DIVIDEND EQUIVALENT RIGHTS

(a) Regular Cash Dividends . The Committee may grant Dividend Equivalent Rights. The Committee shall determine whether (i) the Dividend Equivalent Rights are paid currently or are deferred (including deferral to the date of exercise, settlement, or payment of, or lapse of restrictions on, the underlying Award to which the Dividend Equivalent Right relates), provided that any such Dividend Equivalent Rights granted in respect of an Award that is subject to vesting upon the attainment of a performance objective may be paid only with respect to the Shares underlying such Award for which the Committee certifies that the performance objective has been met, (ii) the Dividend Equivalent Rights are deemed reinvested in additional Shares which may thereafter accrue additional dividend equivalents (any such deemed reinvestment shall be at Fair Market Value of the Shares on the date of reinvestment), or (iii) the Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such related Award.

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(b) Other Dividends . Except as otherwise determined by the Committee in the applicable Award Agreement, if on any date on which an RSU, Restricted Stock Award or Other Stock-Based Award shall be outstanding the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Grantee shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each RSU, Restricted Stock Award and Other Stock-Based Award held by the Grantee on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions unless the Committee or Board determines that an amount equivalent to such dividend or distribution shall be paid currently to the Grantee (any such amount, “ Retained Distributions ”); provided , however , that if the Retained Distribution relates to a dividend paid in Shares, the Grantee shall receive an additional amount of RSUs, Restricted Stock Awards and Other Stock-Based Awards, as applicable, equal to the product of (i) the aggregate number of RSUs, Restricted Stock Awards and Other Stock-Based Awards held by the Grantee pursuant to the applicable Awards 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 shall not bear interest and shall be subject to the same terms and conditions and be subject to the same restrictions as the RSUs, Restricted Stock Awards and Other Stock-Based Awards, as applicable, to which they relate. Notwithstanding anything in the Plan to the contrary, this Section 13(b) shall not apply to any Option-Type Awards.

(c) Section 409A . Notwithstanding anything else contained in this Section to the contrary, no payment of Dividend Equivalents or Retained Distributions under this Section 13 shall occur before the first date on which a payment could be made without subjecting the Grantee to tax under the provisions of Section 409A.

14. TAX WITHHOLDING; SECTION 409A

(a) Payment by Grantee. Each Grantee shall, no later than the date as of which the value of an Award or of any Shares issued under the Plan or other amounts received thereunder first becomes includable in the gross income of the Grantee for federal income tax purposes, pay to the Company or the Affiliate, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind (including, but not limited to, income tax, social insurance, payroll tax, fringe benefits tax and payment on account) required by law to be withheld by the Company or by the Affiliate with respect to such income. As a condition to receiving an Award under the Plan, each Grantee authorizes the Company or its Affiliate to deduct any such taxes from any payment of any kind otherwise due to the Grantee. The Company’s obligation to deliver any Award to any Grantee is subject to and conditioned on tax withholding obligations being satisfied by the Grantee.

(b) Payment in Shares. Subject to approval of the Committee, a Grantee may elect to have the minimum required tax withholding obligation of the Company or its Affiliate satisfied, in whole or in part, by (i) authorizing the Company or the Affiliate to withhold from Shares to be issued pursuant to any Award a number of Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company Shares owned by the Grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

(c) Section 409A. It is intended that the provisions of the Plan comply with Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding any other provisions in the Plan or any Award agreement to the contrary, in the event that it is reasonably determined by the Committee that, as a result of Section 409A, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Grantee holding such Award to be subject to taxation under Section 409A, the Company will

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make such payment on the first day that would not result in the Grantee incurring any tax liability under Section 409A. If, at the time of a Grantee’s separation from service (within the meaning of Section 409A), (1) the Grantee is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (2) the Company determines in good faith that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first business day after such six-month period. The delayed amount shall be paid without interest, unless otherwise determined by the Committee, in its sole discretion, or as otherwise provided in any Award Agreement or other written agreement between the Company and the relevant Grantee. To the extent any amount made under the Plan to which Section 409A applies is payable in two or more installments, each installment payment shall be treated as a separate payment for purposes of Section 409A. Grantees shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Grantee or for the Grantee’s account in connection with an Award (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

15. AMENDMENTS AND TERMINATION

(a) Authority. The Company may, at any time, by action of the Committee or the Board, amend, suspend or discontinue or terminate the Plan. Except as required by applicable law, stock exchange rules, tax rules or accounting rules or as specifically set forth in the Plan or any applicable Award Agreement, the Committee may not amend or cancel any outstanding Award in a manner that would materially impair the rights of the holder without such holder’s consent. The foregoing restriction shall not preclude the Committee from unilaterally amending any Award to the extent the Committee deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. No amendment to the Plan or any Award shall be effective without approval of Shareholders if and to the extent the Committee or Board determines such approval is required to ensure that (i) Incentive Stock Options granted under the Plan are or remain qualified under Section 422 of the Code, (ii) Awards intended to be “qualified performance-based compensation” under Section 162(m) of the Code continue to be so qualified, or (iii) the Company continues to comply with the applicable rules of the NYSE, or such other securities exchange or market system on which Shares are then principally listed. In addition, no amendments to Section 15(b) of the Plan relating to re-pricing of any Option-Type Award that would permit such re-pricing shall be effective without the prior approval of the Shareholders.

(b) No Re-pricing . Notwithstanding anything in the Plan to the contrary, except for any re-pricing that occurs by operation of the adjustment provision in Section 4, the Committee shall not have the authority to take any action after the Grant Date with respect to any Option-Type Award that would constitute a re-pricing without the prior approval of the Shareholders, including, but not limited to, (i) repurchasing for cash or cancelling any Option-Type Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares in exchange for another Award; (ii) changing the terms of any Option-Type Award to lower its exercise price; and (iii) any other action that is treated as a “repricing” under U.S. generally accepted accounting principles. Any such cancellation and exchange described in clause (i) (other than in connection with a change permitted under the adjustment provision in Section 4) will be considered a re-pricing regardless of whether it is treated as a “repricing” under U.S. generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.

(c) International Grantees. With respect to Grantees who reside or work outside the United States of America and who are not (and who are not expected to be) Covered Employees, the Committee may, in

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its sole discretion, amend the terms of the Plan or Awards or adopt such additional terms with respect to such Grantees (including, without limitation, the adoption of a sub-plan to this Plan or to an Award Agreement or country appendix thereto) to address differences in local law or tax policies or to obtain more favorable tax or other treatment for a Grantee, the Company or an Affiliate; provided, however, no such amendment shall negate the Plan limitations set forth in Section 4 or in this Section 15.

16. GENERAL PROVISIONS

(a) Compliance with Securities Laws and Other Applicable Laws. The Plan, the granting and exercising of Awards hereunder, and any obligations of the Company or the Committee under the Plan, shall be subject to all applicable federal, state and foreign country securities and exchange control laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed or quoted. The Company or the Committee, in its discretion, may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action under any federal, state or foreign country securities and exchange control law, rule or regulation. The Company or the Committee may require any Grantee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable securities and exchange control laws, rules and regulations. The Company and the Committee shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws, rules or regulations. The Company or the Committee may require the placing of a stop-order on Shares or Awards. Any postponement of the exercise or settlement of any Award or the issuance of a stop-order under this provision shall not extend the term of an Award affected by the postponement or the stop-order. Neither the Company, nor the Committee, nor its directors or officers shall have any obligation or liability to a Grantee with respect to any Award (or Shares issuable thereunder) that shall lapse because of a postponement or a stop-order.

(b) Delivery of Shares. Shares shall be deemed delivered to a Grantee for all purposes when the Company or its transfer agent shall have given to the Grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the Grantee, at the Grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). The Committee shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. No Grantee or other holder of any Award shall have any rights of a Shareholder with respect to any Shares to be issued or distributed under the Plan until the Shares are delivered and he or she has become the holder of such Shares; provided that, except as provided in the applicable Award Agreement, Grantees holding Restricted Stock shall have the rights described in Section 8(c) and as otherwise provided in the Award Agreement.

(c) Trading Policy Restrictions. The ability to exercise Option-Type Awards and/or acquire or dispose of Shares acquired under the Plan shall be subject to such Company’s insider trading policy, as in effect from time to time.

(d) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

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(e) Forfeiture and Clawback of Awards under Applicable Law. The grant of each Award is expressly conditioned upon the Company’s right to recover from Grantee any Award and any profits or earnings from such Awards, including without limitation, profits from the sale of Shares issued pursuant to any Award, to the extent required by applicable law.

(f) Non-Transferability of Award .

(i) Awards Exercisable Solely By Grantee. Except as otherwise specified in the applicable Award Agreement (and subject to the limitation that in no circumstances may an Award may be transferred by the Grantee for consideration or value), during the Grantee’s lifetime each Option-Type Award (and any rights and obligations thereunder) shall be exercisable only by the Grantee, or, if permissible under applicable law, by the Grantee’s legal guardian or personal representative, who shall be treated as the Grantee for purposes of this Plan.

(ii) Deceased Grantees. An Option-Type Award, which by its terms is exercisable after the death of a Grantee, may be exercised by the legatees, personal representatives or distributees of the Grantee.

(iii) No Assignment. No Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee 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. Neither the Grantee nor any of the Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to any Grantee or for the benefit of any Grantee under the Plan may not be reduced by, or offset against, any amount owing by any such Grantee to the Company or any of its Affiliates.

(iv) Incentive Stock Options. In no event may any Incentive Stock Options granted under the Plan be transferable in any way that would violate Section 1.422-2(a)(2) of the Treasury Regulations or any successor regulation.

(v) Permitted Successors and Assigns. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.

(g) No Right To Continue Service. The adoption of this Plan and the grant of Awards to any particular Grantee shall not confer upon any Grantee the right to continued employment or service with the Company or any Affiliate.

(h) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares, other types of equity-based awards (subject to Shareholder approval if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on one hand, and a Grantee or any other person, on the other hand. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.

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(j) Governing Law . The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law provisions thereof.

(k) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(m) Other Benefit Plans. All Awards shall constitute a special incentive payment to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any benefits under any pension, retirement, severance, profit sharing, bonus, life insurance or other benefit plan of the Company or any Affiliate or under any agreement between the Company or any Affiliate and the Grantee, unless such plan or agreement specifically provides otherwise.

17. EFFECTIVE DATE OF PLAN

The Plan shall be effective on the Distribution Date (such date, the “ Effective Date ”) provided it shall have been adopted by the Board and approved by the Company’s Shareholder. The Plan shall have a five (5) year term; no Award shall be granted under the Plan after the fifth anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award, shall nevertheless continue thereafter.

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EXHIBIT 10.5

Time Inc.

EXCESS BENEFIT PENSION PLAN

(Originally Effective January 1, 1976 and

Amended and Restated Herein as of the Separation Date)

Time Inc.

Excess Benefit Pension Plan

TABLE OF CONTENTS

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TIME INC.

EXCESS BENEFIT PENSION PLAN

(Amended and Restated as of the Separation Date)

ARTICLE I

ESTABLISHMENT OF THE PLAN

1.1. Establishment of Plan. The Company hereby adopts this Plan, which shall be known as the Time Inc. Excess Benefit Pension Plan.

1.2. Plan History. The Plan was previously incorporated as part of the Time Warner Excess Benefit Pension Plan which was originally adopted on January 1, 1976 and has been amended and restated from time to time, including by this amendment and restatement as the Time Inc. Excess Benefit Pension Plan. Effective after June 30, 2010, the Time Warner Pension Plan was closed to new participation and benefit service was frozen so that a Participant could not accrue additional benefits due to additional service. Consequently, individuals who were not participants in the Time Warner Pension Plan on June 30, 2010 could not become Participants in the Time Warner Excess Benefit Pension Plan. Effective after December 31, 2013, the Time Warner Pension Plan and the Time Warner Excess Benefit Pension Plan each were amended to freeze “average annual compensation” so that the benefit under the applicable plan could not grow due to any future pay increases after that date. Accordingly, this Plan is a “frozen” plan under which there can be no benefit accruals and no new Participants.

1.3. Purpose of Plan. The purpose of the Plan is to provide for the payment of Participant benefits that accrued originally under the Time Warner Excess Benefit Pension Plan. Prior to this restatement, the purpose of the Plan was to (a) provide Participants with benefits in excess of those benefits which may be provided under an Employing Company’s tax-qualified defined benefit pension plan, due to limitations on benefits imposed by Section 415 of the Code, and (b) provide Participants with certain benefits based on a compensation level which is not limited by the compensation amount set forth in Section 401(a)(17) of the Code as such section was amended, effective January 1, 1994, by the Omnibus Budget Reconciliation Act of 1993.

ARTICLE II

DEFINITIONS

Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided, and when the defined meaning is intended, the term is capitalized.

2.1. “ Affiliate ” means an Employing Company and any entity affiliated with the Employing Company within the meaning of Code Section 414(b) with respect to controlled groups of corporations, Section 414(c) with respect to trades or businesses under common control with the Employing Company, and Section 414(m) with respect to affiliated service groups, and any other entity required to be aggregated with an Employing Company pursuant to regulations under Section 414(o) of the Code.

2.2. “ Beneficiary ” means one or more beneficiaries designated by a Participant to receive benefits payable under the Plan after his or her death. The Participant beneficiary designations in effect under the Time Warner Excess Benefit Pension Plan, which are set forth on Appendix A , shall remain in effect under the Plan unless and until a Participant revokes or modifies such designation in a form and manner required by or acceptable to the Administrative Committee and shall in any event not be effective until it is actually received by a member of the Administrative Committee or its delegate.

2.3. “ Benefits Officer ” means the most senior officer of the Company who is responsible for the Company’s human resources function.

2.4. “ Claims Administrator ” means the person or persons designated by the Administrative Committee to be responsible for ministerial functions related to day to day administration of the Plan. If no Claims Administrator has been so designated, then the Administrative Committee shall be the Claims Administrator.

2.5. “ Code ” means the Internal Revenue Code of 1986, as amended.

2.6. “ Committee ” means the committee appointed by the Company as provided in Section 6.1 herein.

2.7. “ Company ” means Time Inc. or any successor thereto.

2.8. “ Compensation Limit ” means the compensation limit of Section 401(a)(17) of the Code, as adjusted under Section 401(a)(17)(B) of the Code for increases in the cost of living.

2.9. “ Employee ” means “Employee” as defined in the Pension Plan.

2.10. “ Employing Company ” means the Company and each subsidiary of the Company that has been authorized by the Benefits Officer to participate in the Plan and has adopted the Plan. The Employing Companies on the Separation Date are listed in Appendix B .

2.11. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

2.12. “ Participant ” shall have the meaning set forth in Section 3.2.

2.13. “ Pension Plan ” means a qualified defined benefit pension plan that, prior to the Separation Date, was maintained by Time Warner Inc. or an affiliate of Time Warner Inc. and in which any Employing Company participated in and that has been designated as a Pension Plan by the Time Warner Inc. or the Time Warner Benefits Officer.

2.14. “ Plan ” means this plan, the Time Inc. Excess Benefit Pension Plan, as set forth herein and as it may be amended from time to time.

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2.15. “ Separation Date ” means the effective date of the separation of the Company from Time Warner Inc.’s controlled group which is expected to be immediately after 11:59 p.m. Eastern Daylight Time, June 6, 2014.

2.16. “ Separation From Service ” means termination of employment with the Company or an Affiliate that also constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of the Code; provided, however, that for purposes for determining the controlled group of entities comprising the Participant’s employer under Treas. Reg. Section 1.409A-1(h)(3), the determination shall be made pursuant to the test for controlled groups under Sections 414(b) and (c) of the Code, using a common control ownership threshold of “at least 80%” ownership, rather than “at least 50%” ownership.

2.17. “ Time Warner Benefits Officer ” means the Benefits Officer of the Time Warner Excess Benefit Pension Plan.

ARTICLE III

ELIGIBILITY

3.1. Eligibility. The Plan is a frozen plan. No individual is eligible to become a Participant in the Plan if he or she is not a Participant as described in Section 3.2.

3.2. Participation. A Participant is an individual who:

(a) Immediately prior to the Separation Date is a participant in the Time Warner Excess Benefit Pension Plan; and

(b) Either:

(1) Is an Employee of an Employing Company at any time on or after January 1, 2014 through the Separation Date (including any Employee who transferred from any Affiliate of Time Warner Inc. to the Company or an Employing Company, but excluding any Employee who was employed by any such Affiliate that was not an Employing Company on the Separation Date); or

(2) Is a former Employee of the Company or a subsidiary of the Company who was receiving salary continuation payments under a severance plan or arrangement of the Company or any subsidiary on December 31, 2013.

(c) A list of the Plan’s Participants as of the Separation Date is set forth on Appendix A .

ARTICLE IV

BENEFITS

4.1. Amount of Benefit.

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(a) The benefit payable under the Plan to a Participant or his or her Beneficiary who is entitled to receive payments under the Pension Plan shall be equal to:

(1) The amount, if any, by which the annual benefit (determined without regard to any actuarial increase to which such Participant or Beneficiary would be entitled on account of retirement after attainment of age 65) which would be payable to, or with respect to, such Participant or Beneficiary under the Pension Plan if the provisions set forth in the Pension Plan to comply with the limitations of Section 415 of the Code were not applicable, exceeds:

(2) The amount of benefit actually payable (or, with respect to a Participant who is receiving minimum distributions under the Pension Plan required under Section 401(a)(9) of the Code, the amount of benefit payable without regard to any adjustment for offsets allowed under the minimum distributions rules of Section 401(a)(9) of the Code) to, or with respect to, such Participant or Beneficiary under the Pension Plan.

(b) In determining the annual benefit under the Pension Plan for purposes of Section 4.1(a) of the Plan: (i) compensation in excess of the Compensation Limit shall be counted, up to a maximum compensation of $250,000 for 1994; (ii) for calendar years after 1994, such $250,000 maximum compensation shall be increased by 5% annually for each year, but shall in no event exceed $350,000; and (iii) regular annual bonuses deferred under the Time Warner Inc. Deferred Compensation Plan or pursuant to an individual employment agreement with Time Warner Inc. or an affiliate of Time Warner Inc. shall be included to the extent such bonuses would have been included in compensation under the Pension Plan, were it not for the Compensation Limit applicable to the Pension Plan and the fact that such bonuses were deferred, but assuming that the maximum compensation in effect for the Pension Plan had been as specified in (b)(i) and (ii).

(c) In addition, in determining the annual benefit under the Pension Plan for purposes of Section 4.1(a) of the Plan, any Regular Death Benefits provided under a Pension Plan shall be disregarded.

(d) The amount of each Participant’s benefit as of the Separation Date is set forth on Appendix A .

4.2. Applicability of Pension Plan Rules . The interpretation of any rules regarding eligibility, participation and vesting under this Plan shall be interpreted consistently with the interpretation of any such rules regarding eligibility, participation and vesting of the Pension Plan with respect to which the benefit hereunder is applicable shall also apply to this Plan, except for any Pension Plan amendments, interpretations or rules that become effective on or after the Separation Date.

ARTICLE V

PAYMENT OF BENEFITS

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5.1. Payment of Benefits. In the event of the Participant’s Separation From Service, the Participant’s benefit shall be distributed as follows:

(a) Each Participant has been permitted to designate, in an election form provided by Time Warner Inc., whether his or her benefits under this Plan shall be distributed to such Participant or Beneficiary either in (i) a single lump sum or (ii) 120 equal monthly installments, in either case, in an amount or amounts actuarially equivalent to the amounts payable under Section 4.1 hereof, based on such actuarial tables and interest rates as are adopted from time to time under the Pension Plan for the purpose of computing such equivalencies. If the Committee determines that a Participant’s election under the Plan was made in a manner that did not comply with Section 409A of the Code or otherwise did not comply with applicable Plan rules, benefits shall be paid in a single lump sum payment on the first day of the month following a period of six (6) full calendar months following the date of the Participant’s Separation From Service (or within 30 days thereafter).

(b) Except as otherwise required to comply with Section 409A of the Code or as required by a grandfathered Plan provisions applicable to a Participant, the payment(s) described under Section 5.1(a) above shall be made or commence on the first day of the month following a period of six (6) full calendar months following the date of the Participant’s Separation From Service (or within 30 days thereafter), and any subsequent annual installment payments shall be paid on the anniversaries of the date of such first payment (or within 30 days thereafter).

(c) Notwithstanding the forgoing, the Committee may, in its sole and absolute discretion permit Participants to change their elections under the Plan; provided that such election changes comply with Section 409A of the Code or the transitional relief rules promulgated by the Treasury Department thereunder.

5.2. No Suspended Benefits. In the event a Participant who is receiving payments pursuant to Section 5.1 returns to employment with an Employing Company in whose employ he accrued such benefits or an entity affiliated within the meaning of Sections 414(b), (c), (m) or (o) of the Code with such Employing Company, payments under the Plan shall not be suspended under the suspension of benefits provision of the Pension Plan, and payment of benefits shall continue in accordance with the election provided for in Section 5.1(a).

5.3. Payment on Account of Death. If a Participant dies with an accrued benefit under the Plan after the date of the Participant’s Separation From Service, 100% of the payments described under Section 4.1 shall be made to his or her Beneficiary and shall be paid to the Participant’s Beneficiary in the form of a single lump sum payment on the first day of the month following a period of six (6) full calendar months following the Participant’s death; provided, however, that if the Participant had already commenced receiving benefits in the form of 120 equal monthly installments, the balance of the accrued benefit shall be paid to the Participant’s Beneficiary in the form of a single lump sum payment on the first day of the month following the Participant’s death (or within 30 days thereafter). If a Participant dies on or prior to the date of his or her Separation From Service, then (in lieu of any amounts otherwise payable under Section 4.1) the Participant’s Beneficiary shall receive a benefit in the form of a single

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lump sum equal to 100% of the lump sum payment that the Participant would have been entitled to receive under Section 5.1 if the Participant had a Separation From Service (other than due to death) on the date of the Participant’s death; provided, however, that if the Participant is married on the date of the Participant’s death, then such death benefit shall be no less than the actuarial equivalent of a 50% joint and survivor annuity payable to the Beneficiary immediately and payable in accordance with Section 5.1.

ARTICLE VI

ADMINISTRATION AND FIDUCIARY DUTIES

6.1. The Committee.

(a) Plan Administrator. The Plan shall be administered by a Committee which shall consist of not less than three individuals designated by the Benefits Officer. The Benefits Officer may not serve on the Committee. No member of the Committee shall receive any compensation for his or her services as such. Participants may be members of the Committee but may not participate in any decision affecting their own account in any case where the Committee may take discretionary action in the administration of the Plan.

(b) Quorum and Actions of Administrative Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by instrument in writing signed by all its members. Members of the Committee may participate in a meeting of such Committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

(c) Responsibilities. The Committee shall be the administrator of the Plan and shall have all powers necessary to administer the Plan except to the extent that any such powers are vested in any other individual or committee are duly authorized under the Plan. The Committee may from time to time establish rules for the administration of the Plan. The Committee shall have exclusive authority and sole and absolute discretion to interpret the Plan, to determine eligibility for benefits and the amount of benefit payments and to make any factual determinations, resolve factual disputes and decide all matters arising in connection with the interpretation, administration and operation of the Plan or with the determination of eligibility for benefits or the amount of benefit payments. All its rules, interpretations and decisions shall be conclusive and binding on the Company and on Participants and their Beneficiaries to the extent permitted by law.

(d) Delegation by Administrative Committee. The Committee may delegate any of its powers or duties to others as it shall determine (including a Claims Administrator) and may retain counsel, agents and such clerical, accounting, actuarial, recordkeeping or other services as it may require in carrying out the provisions of the Plan.

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(e) Committee Records. The Committee shall keep a record of all Plan proceedings and of all payments directed by it to be made to or on behalf of Participants, or Beneficiaries or payments made by it for expenses or otherwise.

6.2. Benefits Officer.

(a) Responsibilities. The Benefits Officer shall be responsible for effecting settlor and ministerial functions on behalf of the Company as provided for in the Plan, including, without limitation, amending and modifying the terms of the Plan and performing ministerial functions with respect to the Plan.

(b) Delegation of Duties. The Benefits Officer may authorize others to execute or deliver any instrument or to make any payment in his or her behalf and may delegate any of his or her powers or duties to others as he or she shall determine. The Benefits Officer may retain such counsel, agents and clerical, medical, accounting and actuarial services as they may require in carrying out his or her functions.

6.3. Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each director, officer or employee of the Company or any Employing Company (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee and the Benefits Officer against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving any employee benefit plans of the Company or any Employing Company in any capacity at the request of such company.

6.4. Expenses of Administration. Any expense incurred by the Company, the Committee or the Benefits Officer relative to the administration of the Plan shall be paid by the Company and any of the Employing Companies in such proportions as the Company may direct.

6.5. Allocation of Benefit Payment Expenses. The expense incurred with respect to the benefit payable to a Participant pursuant to Section 4.1 shall be allocated to the Employing Company that employs or employed such Participant at any time between January 1, 2014 and the Separation Date or, if the Participant was a former Employee between December 31, 2013 and the Separation Date, the Employing Company that employed such Participant.

6.6. Reliance on Information. The Committee and Benefits Officer may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person who is employed or engaged for any purpose in connection with the administration of the Plan.

6.7. No Liability for Acts of Others. Neither the Committee nor Benefits Officer nor any member of the Board or the board of directors (or governing body) of an Affiliate and no employee of the Company or any Affiliate shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any

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agent to whom duties in connection with the administration of the Plan have been delegated or for anything done or omitted to be done in connection with the Plan.

ARTICLE VII

CLAIMS PROCEDURE

7.1. Participant or Beneficiary Request for Claim. Any request for a benefit payable under the Plan shall be made in writing by a Participant or Beneficiary or other claimant (or an authorized representative of any of them), as the case may be, and shall be paid in accordance with the otherwise applicable Plan terms.

7.2. Insufficiency of Information. In the event a request for a benefit that is not otherwise paid contains insufficient information otherwise required by the Plan, the Claims Administrator shall, within a reasonable period after receipt of such request, send a written notification to the claimant setting forth a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary. The claimant’s request shall be deemed filed with the Claims Administrator on the date the Claims Administrator or Committee receives in writing such additional information.

7.3. Request Notification. The Claims Administrator shall make a determination with respect to a request for benefits that was previously denied within ninety (90) days after such request is filed (or within such extended period prescribed below). The Claims Administrator shall notify the claimant whether his or her claim has been granted or whether it has been denied in whole or in part. Such notification shall be in writing and shall be delivered, by mail or otherwise, to the claimant within the time period described above. If the claim is denied in whole or in part, the written notification shall set forth, in a manner calculated to be understood by the claimant:

Failure by the Claims Administrator to give notification pursuant to this Section within the time prescribed shall be deemed a denial of the request for the purpose of proceeding to the review stage.

7.4. Extensions. If special circumstances require an extension of time for processing the claim, the Claims Administrator shall furnish the claimant with written notice of such extension. Such notice shall be furnished prior to the termination of the initial ninety (90)-day period and shall set forth the special circumstances requiring the extension and the date by which the Claims Administrator expects to render its decision. In no event shall such extension exceed a period of ninety (90) days from the end of such initial ninety (90)-day period.

7.5. Claim Review. A claimant whose request for benefits has been denied by the Claims Administrator in whole or in part, or his or her duly authorized representative, may,

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within sixty (60) days after written notification of such denial, file with a reviewer appointed for such purpose by the Committee (or, if none has been appointed, with the Committee itself), with a copy to the Committee, a written request for a review of his or her claim. Such written request shall be deemed filed upon receipt of same by the reviewer.

7.6. Time Limitation on Review. A claimant who timely files a request for review of his or her claim for benefits, or his or her duly authorized representative, may review pertinent documents (upon reasonable notice to the reviewer) and may submit the issues and his or her comments to the reviewer in writing. The reviewer shall, within sixty (60) days after receipt of the written request for review (or within such extended period prescribed below), communicate its decision in writing to the claimant and/or his or her duly authorized representative setting forth, in a manner calculated to be understood by the claimant, the specific reasons for its decision and the pertinent provisions of the Plan on which the decision is based. If the decision is not communicated within the time prescribed, the claim shall be deemed denied on review.

7.7. Special Circumstances. If special circumstances require an extension of time beyond the sixty (60)-day period described above for the reviewer to render his or her decision, the reviewer shall furnish the claimant with written notice of the extension required. Such notice shall be furnished prior to the termination of the initial sixty (60)-day period and shall set forth the special circumstances requiring the extension period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial sixty (60)-day period.

7.8. Legal Actions. In the event a claimant’s request for benefits is denied (or deemed denied) under Section 7.6, such claimant may bring legal action. Evidence presented in such action shall be limited to the administrative record reviewed by the Claims Administrator and Committee in connection with its determination of the claimant’s request under this Article VII. The administrative record shall include evidence timely presented to the Claims Administrator and Committee by the claimant, or his duly authorized representative, pursuant to this Article VII. No legal action at law or equity to recover benefits under the Plan may be filed unless the claimant has complied with and exhausted the administrative procedures under this Article VII, nor may such legal action be filed more than six (6) months after the date on which the claim is denied (or deemed denied) under Section 7.6.

ARTICLE VIII

AMENDMENT AND TERMINATION

8.1. Amendments. The Company (by action of the Board) or the Benefits Officer (for the Company and the other Employing Companies) may at any time amend the Plan.

8.2. Termination or Suspension. The continuance of the Plan is not assumed as a contractual obligation of the Company or any other Employing Company. The Company reserves the right (for itself and the other Employing Companies) by action of its board of directors or the Benefits Officer to terminate or suspend the Plan, or to terminate or suspend the Plan with respect to itself or an Employing Company to the extent such termination is permitted under Section 409A of the Code. Any Employing Company may terminate or suspend the Plan

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with respect to itself by executing and delivering to the Company or the Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or desirable.

8.3. Participants’ Rights to Payment. No termination of the Plan or any amendment thereto shall deprive a Participant or Beneficiary of the right to an aggregate benefit from the Plan and the Pension Plan which is being paid in accordance with the terms of the Plan and the Pension Plan as of the date of such termination or amendment or any aggregate amount which would have been payable to such Participant or Beneficiary under the Plan and the Pension Plan if immediately prior to the adoption of such amendment or termination the person had terminated employment and was entitled to receive benefits under the Pension Plan; provided, however, that in the event of termination of the Plan, or termination of the Plan with respect to the Company or one or more other Employing Companies, the Benefits Officer may accelerate the payment on a uniform basis for all Participants or, in the case of termination of the Plan with respect to one or more Employing Companies, for all Participants of the Company or such other Employing Companies only.

ARTICLE IX

PARTICIPATING COMPANIES

Upon the approval of the Company or the Benefits Officer, the Plan may be adopted by any Affiliate by executing and delivering to the Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or desirable. The provisions of the Plan shall be fully applicable to such entity except as may otherwise be agreed to by such adopting company and the Company or Benefits Officer.

ARTICLE X

GENERAL PROVISIONS

10.1. Participants’ and Beneficiaries’ Rights Unsecured. The right of any Participant or Beneficiary to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets only of the Employing Company that employs or employed the Participant. The benefits under this Plan are not guaranteed by the Pension Benefit Guaranty Corporation, Time Warner Inc., the Company or any other Employing Company. No Employing Company shall be liable for the payment of benefits accrued by another Employing Company except where employment is transferred between Employing Companies and such assumption of liability is expressly assumed. The Company does not guarantee and is not liable for payments of benefits to any Participant or Beneficiary under this Plan.

10.2. Non-Assignability. The right of any person to receive any benefit payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, lien or charge, and any such benefit shall not, except to such extent as may be required by law, in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person who shall be entitled to such benefits, nor shall it be subject to attachment or legal process for or against such person; provided, however, any domestic relations order in existence with respect to benefits accrued prior to the Separation Date shall be honored and shall not be deemed in violation of this Section 10.2.

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10.3. Affiliate Ceasing to be Such. In the event that any Employing Company shall cease to be an Affiliate, Participants employed by such Employing Company shall be treated as having incurred a Separation from Service and benefit payments shall be made pursuant to Article V.

10.4. No Rights Against the Company. The establishment of the Plan, any amendment or other modification thereof, or any payments hereunder, shall not be construed as giving to any Employee, Participant or Beneficiary any legal or equitable rights against Time Warner Inc., the Company, or any other Employing Company or former Employing Company, its shareholders, directors, officers or other employees, except as may be contemplated by or under the Plan including, without limitation, the right of any Participant or Beneficiary to be paid as provided under the Plan. Participation in the Plan does not give rise to any actual or implied contract of employment. A Participant or Beneficiary may be terminated at any time for any reason in accordance with the procedures of the Employing Company.

10.5. Withholding. Each Employing Company or former Employing Company or paying agent shall withhold any federal, state and local income or employment tax (including F.I.C.A. obligations for both social security and Medicare) which by any present or future law it is, or may be, required to withhold with respect to any payment pursuant to the Plan, with respect to any of its former or present Employees. The Committee shall provide or direct the provision of information necessary or appropriate to enable each such company to so withhold.

10.6. No Guarantee of Tax Consequences. The Benefits Officer, the Committee, the Company and any Employing Company or former Employing Company does not make any commitment or guarantee that any amounts accrued for the benefit of a Participant or Beneficiary will be excludible from the gross income of the Participant or Beneficiary the year accrued or paid for federal, state or local income or employment tax purposes, or that any other federal, state or local tax treatment will apply to or be available to any Participant or Beneficiary. It shall be the obligation of each Participant or Beneficiary to determine whether any accrual under the Plan is excludible from his or her gross income for federal, state and local income or employment tax purposes, and to take appropriate action if he or she has reason to believe that any such accrual is not so excludible.

10.7. Severability. If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

10.8. Governing Law; Interpretation. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New York, to the extent not preempted by the laws of the United States. The Plan is intended to be an unfunded, non-qualified deferred compensation plan for a select group of management or highly compensated employees under Section 201(2) of ERISA. The Plan is also intended to comply with certain requirements of section 114 of chapter 4, Title 4 U.S.C.

10.9. Compliance with Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply

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with Section 409A of the Code. In furtherance thereof, no payments may be accelerated under the Plan other than to the extent permitted under Section 409A of the Code. To the extent that any provision of the Plan violates Section 409A of the Code such that amounts would be taxable to a Participant prior to payment or would otherwise subject a Participant to a penalty tax under Section 409A, such provision shall be automatically reformed or stricken to preserve the intent hereof. Notwithstanding anything herein to the contrary, (i) if at the time of a Participant’s Separation From Service the Participant is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Separation From Service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six (6) months following the Participant’s Separation From Service (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments due to a Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment compliant under Section 409A of the Code, or otherwise such payment shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Committee shall implement the provisions of this Section 10.9 in good faith; provided that none of the Company, the Benefits Officer, the Committee nor any of the Company’s or its subsidiaries’ employees or representatives shall have any liability to Participants with respect to this Section 10.9.

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