exv10w8






Exhibit 10.8




Time Warner Inc. 2010 Stock Incentive Plan

RSU Director Agreement, Version 1 (10RUDIR)

For Use from September 2010




Restricted Stock Units Agreement




General Terms and Conditions



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



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



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




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






	 	a)	 	“Disability” means medical or health reasons that render the
Non-Employee Director unable to continue to serve as a member of the Board.
	 
	 	b)	 	“Notice” means (i) the Notice of Grant of Restricted Stock Units that
accompanies this Agreement, if this Agreement is delivered to the Non-Employee Director
in “hard copy,” and (ii) the screen of the website for the stock plan administration
with the heading “Vesting Schedule and Details,” which contains the details of the
grant governed by this Agreement, if this Agreement is delivered electronically to the
Non-Employee Director.
	 
	 	c)	 	“Non-Employee Director” means an individual who is a member of the
Board of Directors of the Company who, as of the close of business on the date of the
annual meeting of stockholders of the Company, is not an employee of the Company or any
subsidiary of the Company, and shall have the same meaning as may be assigned to the
terms “Holder” or “Participant” in the Plan. For the purposes hereof, a “subsidiary” of
the Company shall mean any corporation, partnership or other entity in which the
Company owns, directly or indirectly, an equity interest of 50% or more.
	 
	 	d)	 	“Plan” means the equity plan maintained by the Company that is
specified in the Notice, which equity plan has been provided to the Non-Employee
Director separately and forms a part of this Agreement, as such plan may be amended,
supplemented or modified from time to time.
	 
	 	e)	 	“Retirement” means (i) ceasing to be a director of the Company by
reason of mandatory retirement pursuant to any policy or plan of the Company applicable
to




 









 






	 	 	 	Non-Employee Directors or (ii) ceasing to be a director of the Company following
either (x) completion of at least five years of service as a director, in the
aggregate or (y) having served as a director of the Company for at least five
consecutive annual meetings of stockholders of the Company.






	 	f)	 	“Shares” means shares of Common Stock of the Company.
	 
	 	g)	 	“Termination of Service due to Election Results” means ceasing to serve
as a director of the Company because either (i) having been nominated for reelection,
the Non-Employee Director is not re-elected by the stockholders of the Company to serve
as a member of the Board or (ii) having been re-elected by fewer than a majority “for”
votes of the votes cast by the stockholders at a stockholders’ meeting in an
uncontested election of director, the Non-Employee Director’s offer to resign is
accepted by the Board.
	 
	 	h)	 	“Vesting Date” means the vesting date set forth in the Notice.






	2.	 	Grant of Restricted Stock Units. The Company hereby grants to the Non-Employee
Director (the “Award”), on the terms and conditions hereinafter set forth, the number
of RSUs set forth on the Notice. Each RSU represents the unfunded, unsecured right of the
Non-Employee Director to receive a Share on the date(s) specified herein. RSUs do not
constitute issued and outstanding shares of Common Stock for any corporate purposes and do not
confer on the Non-Employee Director any right to vote on matters that are submitted to a vote
of holders of Shares.
	 
	3.	 	Dividend Equivalents and Retained Distributions. If on any date while RSUs are
outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the
Non-Employee Director shall be paid, for each RSU held by the Non-Employee Director on the
record date, an amount of cash equal to the dividend paid on a Share (the “Dividend
Equivalents”) at the time that such dividends are paid to holders of Shares. If on any
date while RSUs are outstanding hereunder the Company shall pay any dividend other than a
regular cash dividend or make any other distribution on the Shares, the Non-Employee Director
shall be credited with a bookkeeping entry equivalent to such dividend or distribution for
each RSU held by the Non-Employee Director on the record date for such dividend or
distribution, but the Company shall retain custody of all such dividends and distributions
unless the Board has in its sole discretion determined that an amount equivalent to such
dividend or distribution shall be paid currently to the Non-Employee Director (the
“Retained Distributions”); provided, however, that if the Retained
Distribution relates to a dividend paid in Shares, the Non-Employee Director shall receive an
additional amount of RSUs equal to the product of (I) the aggregate number of RSUs held by the
Non-Employee Director pursuant to this Agreement through the related dividend record date,
multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend
on a Share. Retained Distributions will not bear interest and will be subject to the same
restrictions as the RSUs to which they relate. Notwithstanding anything else contained in this
paragraph 3, no payment of Dividend Equivalents or Retained Distributions shall occur before
the first date on which a payment could be made without subjecting the Non-Employee Director
to tax under the




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	 	 	provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).






	4.	 	Vesting and Delivery of Vested Securities.






	 	a)	 	Subject to the terms and provisions of the Plan and this Agreement, no later
than 60 days after the Vesting Date with respect to the Award, the Company shall issue
or transfer to the Non-Employee Director the number of Shares corresponding to such
Vesting Date and the Retained Distributions, if any, covered by the Award. Except as
otherwise provided in paragraphs 5, 6 and 7, the vesting of such RSUs and any Retained
Distributions relating thereto shall occur only if the Non-Employee Director has
continued to serve as a director of the Company on the Vesting Date and has
continuously so served since the Date of Grant (as defined in the Notice).
	 
	 	b)	 	RSUs Extinguished. Upon each issuance or transfer of Shares in
accordance with this Agreement, a number of RSUs equal to the number of Shares issued
or transferred to the Non-Employee Director shall be extinguished and such number of
RSUs will not be considered to be held by the Non-Employee Director for any purpose.
	 
	 	c)	 	Final Issuance. Upon the final issuance or transfer of Shares and
Retained Distributions, if any, to the Non-Employee Director pursuant to this
Agreement, in lieu of any fractional Share, the Non-Employee Director shall receive a
cash payment equal to the Fair Market Value of such fractional Share.
	 
	 	d)	 	Section 409A. Notwithstanding anything else contained in this
Agreement, no Shares shall be issued or transferred to a Non-Employee Director before
the first date on which a payment could be made without subjecting the Non-Employee
Director to tax under the provisions of Section 409A of the Code.






	5.	 	Termination of Service as a Director.






a)       If the Non-Employee Director’s service as a director of the Company is terminated by the
Non-Employee Director for any reason other than those described in clauses (b) and (c) below
prior to the Vesting Date, then the RSUs covered by the Award and all Retained Distributions
relating thereto shall be completely forfeited on the date of any such termination of
service.




b)       If the Non-Employee Director’s service as a director of the Company terminates prior to
the Vesting Date (i) as a result of his or her death or Disability, (ii) as a result of his
or her Retirement or (iii) as a result of a Termination of Service Due to Election Results,
then the RSUs and all Retained Distributions relating thereto shall fully vest on the date
of any such termination and Shares subject to the RSUs shall be issued or transferred to the
Non-Employee Director, as soon as practicable, but no later than 90 days following such
termination of service as a director.



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c)       The RSUs and all Retained Distributions relating thereto shall vest in the event a
Non-Employee Director (a “withdrawing Non-Employee Director” terminates his or her service
as a member of the Board (i) for reasons of personal or financial hardship; (ii) to serve in
any governmental, diplomatic or any other public service position or capacity; (iii) to
avoid or protect against a conflict of interest of any kind; (iv) on the advice of legal
counsel; or (v) on a case by case basis in the discretion of the Board, for any other
extraordinary circumstance that the Board determines to be comparable to the foregoing;
provided that the payment of the Shares shall not occur before the first date on which a
payment could be made without subjecting the Non-Employee Director to tax under the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
The withdrawing Non-Employee Director shall abstain from participating in any determination
made by the Board with respect to any matter relating to the foregoing.




d)       In the event the Non-Employee Director ceases to serve as a director of the Company, the
Non-Employee Director shall have no claim against the Company with respect to the RSUs and
related Retained Distributions, if any, other than as set forth in this paragraph 5, the
provisions of this paragraph 5 being the sole remedy of the Non-Employee Director with
respect thereto.




	6.	 	Acceleration of Vesting Date. In the event a Change in Control, subject to
paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in
ownership or effective control of the Company, or in the ownership of a substantial portion of
the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A
Change of Control Event”), (A) the Award will vest in full upon the occurrence of a Change in
Control and (B) Shares subject to the RSUs shall be issued or transferred to the Non-Employee
Director, as soon as practicable, but in no event later than 60 days following such Change in
Control, along with any Retained Distributions related thereto; provided, however, that
notwithstanding the foregoing, to the extent that any such occurrence does not constitute a
409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the
issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of
Control had occurred.
	 
	7.	 	Limitation on Acceleration. Notwithstanding any provision to the contrary in the
Plan
or this Agreement, if the Payment (as hereinafter defined) due to the Non-Employee Director
hereunder as a result of the acceleration of vesting of the RSUs pursuant to paragraph 6 of
this Agreement, either alone or together with all other Payments received or to be received
by the Non-Employee Director from the Company or any of its Affiliates (collectively, the
“Aggregate Payments”), or any portion thereof, would be subject to the excise tax
imposed by Section 4999 of the Code (or any successor thereto), the following provisions
shall apply:






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




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	 	 	 	portion of the Aggregate Payments being subject to such excise tax, the Non-Employee
Director shall be entitled to receive the Aggregate Payments.






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






	 	 	The term “Payment” shall mean any transfer of property within the meaning of Section
280G of the Code.
	 
	 	 	The determination of whether any reduction of Aggregate Payments is required and the timing
and method of any such required reduction in Payments under this Agreement or in any such
other Payments otherwise payable by the Company or any of its Affiliates consistent with any
such required reduction, shall be made by the Non-Employee Director, including whether any
portion of such reduction shall be applied against any cash or any shares of stock of the
Company or any other securities or property to which the Non-Employee Director would
otherwise have been entitled under this Agreement or under any such other Payments, and
whether to waive the right to the acceleration of the Payment due under this Agreement or
any portion thereof or under any such other Payments or portions thereof, and all such
determinations shall be conclusive and binding on the Company and its Affiliates. To the
extent that Payments hereunder or any such other Payments are not paid as a consequence of
the limitation contained in this paragraph 7, then the RSUs and Retained Distributions
related thereto (to the extent not so accelerated) and such other Payments (to the extent
not vested) shall be deemed to remain outstanding and shall be subject to the provisions
hereof and of the Plan as if no acceleration or vesting had occurred. .
	 
	 	 	The Company shall promptly pay, upon demand by the Non-Employee Director, all legal fees,
court costs, fees of experts and other costs and expenses which the Non-Employee Director
incurred in any actual, threatened or contemplated contest of the Non-Employee Director’s
interpretation of, or determination under, the provisions of this paragraph 7.
	 
	8.	 	Withholding Taxes. The Non-Employee Director agrees that,






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




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	 	 	 	Director any Federal, state, local or foreign withholding taxes due with respect to
such vesting or payment.






	 	b)	 	Payment of Taxes with Stock. Subject to the Committee’s right to
disapprove any such election and require the Non-Employee Director to pay the required
withholding tax in cash, the Non-Employee Director shall have the right to elect to pay
the required withholding tax associated with a vesting with Shares to be received upon
vesting. Unless the Company shall permit another valuation method to be elected by the
Non-Employee Director, Shares used to pay any required withholding taxes shall be
valued at the Fair Market Value of a Share on the date the withholding tax becomes due
(hereinafter called the “Tax Date”). Notwithstanding anything herein to the contrary,
if a Non-Employee Director who is required to pay the required withholding tax in cash
fails to do so within the time period established by the Company, then the Non-Employee
Director shall be deemed to have elected to pay such withholding taxes with Shares to
be received upon vesting. Elections must be made in conformity with conditions
established by the Committee from time to time
	 
	 	c)	 	Conditions to Payment of Taxes with Stock. Any election to pay withholding
taxes with stock must be made on or prior to the Tax Date and will be irrevocable
once made.






	9.	 	Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in this Agreement and in the
Plan, which are incorporated by reference herein and made a part hereof, including, without
limitation, the provisions of Section 10 of the Plan (generally relating to adjustments to
the number of Shares subject to the Award, upon certain changes in capitalization and
certain reorganizations and other transactions).
	 
	10.	 	Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the
other restrictions, terms and conditions of the Plan or this Agreement, with respect to any of
the RSUs or any Dividend Equivalents and Retained Distributions relating thereto, except as
waived by the Board or the Committee, will cause a forfeiture of such RSUs and any Dividend
Equivalents or Retained Distributions relating thereto.
	 
	11.	 	No Right of Non-Employee Director to Continue to Serve. Nothing contained in the
Plan or this Agreement shall confer on any Non-Employee Director any right to continue to
serve as a director of the Company.
	 
	12.	 	Notices. Any notice which either party hereto may be required or permitted to give
the other shall be in writing and may be delivered personally or by mail, postage prepaid,
addressed to Time Warner Inc., at One Time Warner Center, New York, NY 10019, attention
Director, Global Stock Plans Administration, and to the Non-Employee Director at his or her
address, as it is shown on the records of the Company, or in either case to such other address
as the Company or the Non-Employee Director, as the case may be, by notice to the other may
designate in writing from time to time.




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	13.	 	Interpretation and Amendments. The Board and the Committee (to the extent delegated
by the Board) have plenary authority to interpret this Agreement and the Plan, to prescribe,
amend and rescind rules relating thereto and to make all other determinations in connection
with the administration of the Plan. The Board or the Committee may from time to time modify
or amend this Agreement in accordance with the provisions of the Plan, provided that no such
amendment shall adversely affect the rights of the Non-Employee Director under this Agreement
without his or her consent.
	 
	14.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and shall be binding upon and inure to
the benefit of the Non-Employee Director and his or her legatees, distributees and personal
representatives.
	 
	15.	 	Copy of the Plan. By entering into the Agreement, the Non-Employee Director agrees
and acknowledges that he or she has received and read a copy of the Plan.
	 
	16.	 	Governing Law. The Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to any choice of law rules thereof
which might apply the laws of any other jurisdiction.
	 
	17.	 	Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot
be waived, each party hereto hereby waives, and covenants that it will not assert (whether as
plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any
suit, action, or other proceeding arising out of or based upon this Agreement.
	 
	18.	 	Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby
irrevocably submits to the jurisdiction of the state courts of the State of New York and the
jurisdiction of the United States District Court for the Southern District of New York for the
purposes of any suit, action or other proceeding arising out of or based upon this Agreement.
Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees
not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding brought in such courts, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that such suit, action or proceeding in the above-referenced courts is brought
in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or
that this Agreement may not be enforced in or by such court. Each of the parties hereto
hereby consents to service of process by mail at its address to which notices are to be given
pursuant to paragraph 12 hereof.
	 
	19.	 	Personal Data. The Company may hold, collect, use, process and transfer, in
electronic or other form, certain personal information about the Non-Employee Director for the
exclusive purpose of implementing, administering and managing the Non-Employee Director’s
participation in the Plan. The Non-Employee Director understands that the following personal
information is required for the above named purposes: his/her name, home address and telephone
number, office address and telephone number, e-mail




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






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