TIME INC. DEFERRED COMPENSATION PLAN (PRE-2005)



 Exhibit 10.19 

TIME INC. 
 DEFERRED
COMPENSATION PLAN 
 (Originally Effective November 18, 1998 and 

Restated Herein Effective as of January 1, 2014) 

(Applicable to Amounts Deferred Prior to January 1, 2005) 







 TABLE OF CONTENTS 

 

							
		
	 ARTICLE I ESTABLISHMENT OF THE PLAN
	  	 	1	  
			
	 1.1
	  	 Establishment of Plan
	  	 	1	  
			
	 1.2
	  	 Purpose of Plan
	  	 	1	  
			
	 1.3
	  	 Applicability of Plan
	  	 	1	  
		
	 ARTICLE II DEFINITIONS
	  	 	1	  
			
	 2.1
	  	 Administrative Committee
	  	 	1	  
			
	 2.2
	  	 Adverse Tax Effect
	  	 	2	  
			
	 2.3
	  	 Affiliate
	  	 	2	  
			
	 2.4
	  	 Beneficiary
	  	 	2	  
			
	 2.5
	  	 Benefits Officer
	  	 	2	  
			
	 2.6
	  	 Board
	  	 	2	  
			
	 2.7
	  	 Claims Administrator
	  	 	2	  
			
	 2.8
	  	 Code
	  	 	2	  
			
	 2.9
	  	 Company
	  	 	2	  
			
	 2.10
	  	 Compensation Limit
	  	 	3	  
			
	 2.11
	  	 Deferred Compensation Account
	  	 	3	  
			
	 2.12
	  	 Disability
	  	 	3	  
			
	 2.13
	  	 Eligible Employee
	  	 	3	  
			
	 2.14
	  	 Employee
	  	 	3	  
			
	 2.15
	  	 Employing Company
	  	 	3	  
			
	 2.16
	  	 ERISA
	  	 	3	  
			
	 2.17
	  	 Inactive Participant
	  	 	3	  
			
	 2.18
	  	 Investment Committee
	  	 	3	  
			
	 2.19
	  	 Investment Direction
	  	 	3	  


  
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	 2.20
	  	 Investment Funds
	  	 	3	  
			
	 2.21
	  	 Participant
	  	 	3	  
			
	 2.22
	  	 Plan
	  	 	4	  
			
	 2.23
	  	 Retirement
	  	 	4	  
			
	 2.24
	  	 Tax Event
	  	 	4	  
			
	 2.25
	  	 Time Warner Benefits Officer
	  	 	4	  
			
	 2.26
	  	 Valuation Date
	  	 	4	  
			
	 2.27
	  	 Year
	  	 	4	  
		
	 ARTICLE III PARTICIPANT DEFERRALS
	  	 	4	  
			
	 3.1
	  	 Eligibility
	  	 	4	  
			
	 3.2
	  	 Compensation Eligible for Deferral
	  	 	5	  
			
	 3.3
	  	 Deferral Elections
	  	 	6	  
			
	 3.4
	  	 Effective Date of Election
	  	 	6	  
			
	 3.5
	  	 Certain Incentive Plans
	  	 	6	  
			
	 3.6
	  	 Transfers
	  	 	7	  
		
	 ARTICLE IV DEFERRED COMPENSATION ACCOUNT
	  	 	7	  
			
	 4.1
	  	 Deferred Compensation Account
	  	 	7	  
			
	 4.2
	  	 Hypothetical Investment
	  	 	8	  
			
	 4.3
	  	 Investment Direction
	  	 	8	  
			
	 4.4
	  	 Changes in Investment Direction
	  	 	8	  
			
	 4.5
	  	 Manner of Hypothetical Investment
	  	 	9	  
			
	 4.6
	  	 Participant Assumes Risk of Loss
	  	 	9	  
			
	 4.7
	  	 Statement of Account
	  	 	9	  
		
	 ARTICLE V PAYMENT OF DEFERRED COMPENSATION ACCOUNT
	  	 	9	  
			
	 5.1
	  	 Payment on Account of Termination of Employment for Reasons other than Death or Disability
	  	 	9	  


  
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	 5.2
	  	 Special In-Service Payment
	  	 	10	  
			
	 5.3
	  	 Payment on Account of Disability
	  	 	10	  
			
	 5.4
	  	 In-Service Payments
	  	 	11	  
			
	 5.5
	  	 Payment to Beneficiary or Estate in the Event of Death
	  	 	12	  
			
	 5.6
	  	 Severe Unforeseeable Financial Emergency Payments
	  	 	12	  
			
	 5.7
	  	 Incapacity
	  	 	12	  
			
	 5.8
	  	 Method of Paying Installments
	  	 	13	  
			
	 5.9
	  	 Payments Only in Cash
	  	 	13	  
			
	 5.10
	  	 Occurrence of a Tax Event
	  	 	13	  
			
	 5.11
	  	 Rehire of Inactive Participant
	  	 	13	  
			
	 5.12
	  	 Transfers from the Pre-1999 Plan, the Excess Profit Sharing Plan, the Warner Bros. SERP, and certain Employment Agreements and the
TWE Plan
	  	 	13	  
			
	 5.13
	  	 Withdrawals with Penalty
	  	 	14	  
		
	 ARTICLE VI ADMINISTRATION
	  	 	14	  
			
	 6.1
	  	 Administrative Committee
	  	 	14	  
			
	 6.2
	  	 Investment Committee
	  	 	15	  
			
	 6.3
	  	 Benefits Officer
	  	 	16	  
			
	 6.4
	  	 Indemnification
	  	 	16	  
			
	 6.5
	  	 Expenses of Administration
	  	 	16	  
			
	 6.6
	  	 Reliance on Information
	  	 	16	  
			
	 6.7
	  	 No Liability for Acts of Others
	  	 	16	  
		
	 ARTICLE VII CLAIMS PROCEDURE
	  	 	17	  
			
	 7.1
	  	 Participant or Beneficiary Request for Claim
	  	 	17	  
			
	 7.2
	  	 Insufficiency of Information
	  	 	17	  
			
	 7.3
	  	 Request Notification
	  	 	17	  
			
	 7.4
	  	 Extensions
	  	 	17	  


  
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	 7.5
	  	 Claim Review
	  	 	17	  
			
	 7.6
	  	 Time Limitation on Review
	  	 	18	  
			
	 7.7
	  	 Special Circumstances
	  	 	18	  
		
	 ARTICLE VIII AMENDMENT AND TERMINATION
	  	 	18	  
			
	 8.1
	  	 Amendments
	  	 	18	  
			
	 8.2
	  	 Termination or Suspension
	  	 	18	  
			
	 8.3
	  	 Participants’ Rights to Payment
	  	 	18	  
		
	 ARTICLE IX PARTICIPATING COMPANIES
	  	 	19	  
			
	 9.1
	  	 Adoption by Other Entities
	  	 	19	  
		
	 ARTICLE X GENERAL PROVISIONS
	  	 	19	  
			
	 10.1
	  	 Participants’ Rights Unsecured
	  	 	19	  
			
	 10.2
	  	 Non-Assignability
	  	 	19	  
			
	 10.3
	  	 Affiliate Ceasing to be Such
	  	 	19	  
			
	 10.4
	  	 No Rights Against the Company
	  	 	19	  
			
	 10.5
	  	 Withholding
	  	 	20	  
			
	 10.6
	  	 No Guarantee of Tax Consequences
	  	 	20	  
			
	 10.7
	  	 Severability
	  	 	20	  
			
	 10.8
	  	 Governing Law
	  	 	20	  


  
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 TIME INC. 

DEFERRED COMPENSATION PLAN 

(Originally Effective November 18, 1998 and 

Restated Herein as of January 1, 2014) 

(Applicable to Amounts Deferred Prior to January 1, 2005) 

ARTICLE I 

ESTABLISHMENT OF THE PLAN 

1.1 Establishment of Plan. Time Inc. hereby adopts this Plan, which shall be known as the Time Inc. Deferred Compensation Plan.
This Plan was previously incorporated as part of the Time Warner Inc. Deferred Compensation Plan prior to January 1, 2014 and is established as a separate plan as of January 1, 2014. 

1.2 Purpose of Plan. The Plan is intended to be an unfunded, non-qualified deferred compensation plan maintained to provide
deferred compensation for a select group of management or highly compensated employees under Section 201(2) of the Employee Retirement Income Security Act of 1974, by providing Eligible Employees a means of irrevocably deferring to a future
Year the receipt of certain compensation from Employing Companies in excess of the Compensation Limit. The Plan also applies to certain account balances attributable to compensation previously irrevocably deferred under (i) the Time Warner
Deferred Compensation (pre-1999) Plan (the “Pre-1999 Plan”), (ii) the Time Warner Excess Profit Sharing Plan (the “Excess Profit Sharing Plan”), (iii) the Warner Bros. Supplemental Executive Retirement Plan (the
“Warner Bros. SERP”), (iv) the employment agreements of certain senior officers and key personnel of the Company and its Affiliates and (v) the Time Warner Entertainment Deferred Compensation Plan (the “TWE Plan”),
subject to the terms and conditions for making such transfers specified in the Pre-1999 Plan, the Excess Profit Sharing Plan, the Warner Bros. SERP, each of such employment agreements and the TWE Plan. 

1.3 Applicability of Plan. The provisions of the Plan as currently amended and restated are applicable only to amounts deferred
under the terms of the Plan as in effect as of December 31, 2004 for which the Participant had a legally binding right as of December 31, 2004 and which amount was earned and vested as of December 31, 2004 

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 Administrative Committee. The Administrative
Committee as provided for herein. 

  
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 2.2 Adverse Tax Effect. Any reduction in the benefits available to, or any adverse impact
on, the Company from the use of Corporate Owned Life Insurance (“COLI”) as an investment vehicle to fund the obligations of the Company under the Plan. 

2.3 Affiliate. 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. Except as described below, the term “Affiliate” shall generally mean an entity in which the Employing
Company has an ownership interest directly or indirectly of at least eighty percent (80%). 
 (a) The Benefits Officer
may designate any entity which is related to the Company by less than eighty percent (80%) as an Affiliate. 

(b) If an Employing Company adopts the Plan only for the benefit of certain of its divisions, locations or operations,
all other divisions, locations or operations of said Employing Company shall be treated as Affiliates. 
 2.4 Beneficiary. The
person or persons designated from time to time by a Participant or Inactive Participant, by notice to the Administrative Committee, to receive any benefits payable under the Plan after his or her death, which designation has not been revoked by
notice to the Administrative Committee at the date of the Participant’s or Inactive Participant’s death. Such notice shall be in a form as required by the Administrative Committee or acceptable to such officer which is properly completed
and delivered to the Administrative Committee or such officer’s designee. Notice to the Administrative Committee shall be deemed to have been given when it is actually received by or on behalf of such committee. The beneficiary designation, if
any, in effect for the Plan will override and supersede any Excess Profit Sharing Plan designation. If there is none on file for the Plan, the Excess Profit Sharing Plan designation will continue to apply to any transferred balance from the Excess
Profit Sharing Plan until a Plan designation is made. Any such new designation will apply to all balances in the Plan. 

2.5 Benefits Officer. The senior officer of the Company who is responsible for the Company’s human resources function. 

2.6 Board. The Board of Directors of the Company or a committee thereof authorized to act in the name of the Board. 

2.7 Claims Administrator. A person or person(s) 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. 

2.8 Code. The Internal Revenue Code of 1986, as amended. 

2.9 Company. Time Inc. or any successor thereto. 

  
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 2.10 Compensation Limit. 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. 
 2.11 Deferred Compensation
Account. The separate account established under Article V of the Plan for each Participant and Inactive Participant representing amounts deferred by a Participant pursuant to Article III. 

2.12 Disability. Permanent and total disability as determined by the Social Security Administration or any disability for which a
Participant is receiving monthly benefits under the provisions of the Time Inc. Long Term Disability Plan or, in the case of an employee covered by a long term disability plan of an Affiliate, under the provisions of such plan, whichever shall occur
first, to the extent that such definition also constitutes such Participant being considered “disabled” under Section 409A(a)(2)(C) of the Code. 

2.13 Eligible Employee. An individual who meets the eligibility requirements of Section 3.1. 

2.14 Employee. An individual employed by an Employing Company. 

2.15 Employing Company. The Company and each Affiliate who as of January 1, 2014 employs a Participant (or previously
employed an Inactive Participant) and has been authorized by the Benefits Officer to participate in the Plan. For periods prior to January 1, 2014, an Employing Company under the terms of the Time Warner Inc. Deferred Compensation Plan. 

2.16 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 

2.17 Inactive Participant. A Participant whose employment has terminated with the Company and any Affiliate on or after
January 1, 2014 and whose Deferred Compensation Account has not been fully distributed. Inactive Participants shall also mean those inactive participants of the Time Warner Inc. Deferred Compensation Plan whose pre-409A deferred compensation
accounts in that plan were allocated to this Plan effective January 1, 2014 because of their former service with the Company or an Affiliate. 

2.18 Investment Committee. The Investment Committee as provided for herein. 

2.19 Investment Direction. A Participant’s or Inactive Participant’s direction to the recordkeeper of the Plan, in the
form and manner prescribed by the Administrative Committee, in accordance with directions made by telephone, through the intranet of the applicable Employing Company or through the Internet, directing which Investment Funds will be credited with his
or her deferrals and transfers of all or part of the deferred amounts and any earnings thereon from other Investment Funds or other plans, as provided for herein. 

2.20 Investment Funds. The hypothetical investment funds, as determined from time to time by the Board or the Investment
Committee. 
 2.21 Participant. Each Employee who participates in the Plan in accordance with the terms and conditions of the
Plan. 

  
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 2.22 Plan. This Plan, the Time Inc. Deferred Compensation Plan, as set forth herein
and as it may be amended from time to time. 
 2.23 Retirement. The term used to indicate that a Participant, as of the date his
or her employment terminates with the Company and any Affiliate, is eligible for retirement under the then current qualified defined benefit plan of the Company or the Affiliate from which he or she is terminating employment. If such company does
not have a qualified defined benefit plan, eligibility for retirement shall be determined by the applicable provision in the qualified defined contribution plan of such company for which the Participant is eligible, and, if more than one, the plan
which would result in the earliest distribution under this Plan. 
 2.24 Tax Event. The first to occur of any of the following
events (as determined by the Administrative Committee): 
 (a) any amendments to, clarification of, or change in the
laws of the United States or taxing authority thereof that has an Adverse Tax Effect, 
 (b) any judicial decision,
administrative pronouncement, published or private ruling, technical advice memorandum, regulatory procedure, notice or announcement (“Administrative Action”) that has an Adverse Tax Effect, 

(c) any amendment to, clarification of, or change in the position or the interpretation of any Administrative Action that
has an Adverse Tax Effect, or 
 (d) the receipt by the Company or any of its Affiliates or subsidiaries of a Notice of
Proposed Adjustment (or notice similar thereto) from the Internal Revenue Service proposing an adjustment which would result in an Adverse Tax Effect. 

2.25 Time Warner Benefits Officer. The Benefits Officer or Assistant Benefits Officer of Time Warner Inc. prior to January 1,
2014. 
 2.26 Valuation Date. With respect to the Investment Funds, each business day when the New York Stock Exchange is open.

 2.27 Year. A calendar year. 

ARTICLE III 

PARTICIPANT DEFERRALS 

3.1 Eligibility. Eligibility is limited to those Employees who were Participants or Inactive Participants in the Plan on
December 31, 2010 and Employees of an Employing Company on January 1, 2014. In addition, a participant of the Time Warner Inc. Deferred Compensation Plan whose pre-409A deferred compensation accounts are allocated to this Plan while Time
Warner Inc. is an Affiliate of the Company in connection with his or her becoming employed by the Company or an Affiliate shall become a Participant on the date such accounts 

  
 4 








 
are so allocated. Prior to December 31, 2010, Employees were eligible to make deferral elections under the Plan if they were salaried officers or other key employees of an Employing Company
who at the time of a deferral election pursuant to Section 3.3 below: 
 (i) were on a regular periodic U.S. payroll of
the Employing Company; and 
 (ii) had a current base salary plus bonus in excess of, or projected to be in excess of, the
Compensation Limit or were otherwise designated as eligible by the Time Warner Benefits Officer. 
 3.2 Compensation Eligible for
Deferral. 
 (a) With respect to amounts deferred under this Plan before January 1, 2005, an Eligible Employee
could elect to defer receipt of all or a specified portion of any bonus, but only to the extent the receipt thereof would have caused the Eligible Employee’s compensation to exceed the Compensation Limit. Each such deferral could have been
expressed as a percentage, in 10% increments only, but in no event shall any election result in a deferral of less than $5,000. In lieu of designating a percentage, the Eligible Employee could have elected to have a specific dollar amount of the
bonus deferred or may make such other deferral election as may be approved from time to time by the Benefits Officer. For purposes of this Section 3.2, “bonus” means any annual bonus payable pursuant to a regular program and signing
bonuses (but excluding long-term cash incentive plan payments other than those specified in Section 3.5 and commission, spot and similar bonuses) and which would otherwise be payable in cash to an Eligible Employee for services as an Employee.
Notwithstanding anything to the contrary herein, for purposes of this Section 3.2, “bonus” also meant the special one-time merger completion bonus payable in connection with the successful completion of the merger of America Online,
Inc. and Time Warner Inc. 
 (b) An Eligible Employee whose compensation is payable under an employment agreement with
an Employing Company which provides for deferred compensation could have elected to defer such deferred compensation under the Plan, subject to the terms of such agreement. Any such deferral so elected had to be made in the same manner as provided
for in subsection (a). Notwithstanding the foregoing, any compensation previously deferred under an employment agreement shall be subject to deferral under the Plan only as provided for in Section 3.6(b). An Eligible Employee’s employment
agreement with the Company or another Employing Company may also provide for a mandatory deferral of certain compensation under the Plan. 

(c) An Employing Company could have designated a special bonus to be paid to an Eligible Employee under an agreement with
such employee as eligible for deferral, subject to the terms of such agreement. Any such deferral so elected was made in the same manner as provided for in subsection (a). 

  
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 (d) Whenever any compensation eligible for deferral under the Plan is also
eligible for deferral, in whole or part, under any other deferred compensation plan (such as an excess 401(k) plan), the amount of such compensation eligible for deferral under the Plan was net of any amount elected for deferral under the other
plan. 
 3.3 Deferral Elections. Prior to January 1, 2005, an Eligible Employee with the consent of the Time Warner
Benefits Officer could annually make an irrevocable election to defer under the Plan certain compensation described in Section 3.2 and participate in the Plan by timely delivering a properly executed election to the Time Warner Benefits Officer
or such officer’s designee on a form prescribed by the Time Warner Benefits Officer. The election form was required to specify with respect to the compensation to be deferred under the Plan for the Year, pursuant to the provisions of
Section 3.2 and Article V: 
 (i) the percentage of the bonus or compensation specified in Section 3.2 (b) to
be deferred or the specific dollar amount to be deferred (provided, however, that if such specific dollar amount exceeds the amount eligible for deferral, no deferral shall be made); and 

(ii) the time for the commencement of payment of the deferred compensation, which must be either on account of a Retirement or
at an in-service Year to be specified by the Eligible Employee. Compensation which is to be deferred to an in-service payment date must be deferred for no fewer than three Years following the Year in which it was earned. 

3.4 Effective Date of Election. 

(a) An election to defer compensation under the Plan must have been received by or on behalf of the Time Warner Benefits
Officer prior to July 1 of the Year preceding that in which it would be payable, at which time it shall become irrevocable. 

(b) Notwithstanding the date specified in subsection (a) above, the Time Warner Benefits Officer could have
prescribed an earlier or later date by which time an Eligible Employee must have elected to defer such compensation. 

(c) Under no circumstances may an Eligible Employee at any time defer compensation to which he or she has attained a
legally enforceable right to receive currently. 
 3.5 Certain Incentive Plans. Notwithstanding anything to the contrary herein,
the term “bonus” wherever used in this Article III included (i) any amounts payable to Eligible Employees of (a) Time Inc. and its subsidiaries and affiliates, who participate in a Phantom Equity Plan (“PEP”),
provided, however, that any such elections must have been made irrevocably during the third Year of a four Year PEP cycle or (b) Entertainment Weekly Inc., who participated in the Entertainment Weekly Stock Performance Plan, and (ii) any
amounts payable to Eligible Employees who participated in the Time Warner Cable Long Term Cash Plan. Any such elections pursuant to this Section must have been made prior to July 1 of the final Year of the respective plan, at which time they
would have become irrevocable 

  
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 3.6 Transfers. 

(a) Transfers to the Plan have previously been made of the entire account balances of certain participants in certain
other plans provided by the terms and conditions of such plans and the Plan as in effect at the time of such transfers, including transfers from the Warner Bros. SERP on or after September 1, 2001 as provided by the terms and conditions of the
Warner Bros. SERP. 
 (b) Prior to January 1, 2005, an Eligible Employee, whose compensation was payable under an
employment agreement with an Employing Company which provided for deferred compensation, could have elected to have transferred to and deferred under his or her Deferred Compensation Account in the Plan the balance, in whole or in part, of the
compensation previously deferred under such agreement, subject to the terms of such agreement. Such an election could have been made at any time, but only once in the Eligible Employee’s lifetime. Notwithstanding the foregoing, a Participant
who is an Employee who has made an election to defer compensation under an employment agreement, could have made, prior to the date that such compensation would have been payable but for such election prior to January 1, 2005, a subsequent
election directing that the deferral be made under the Plan instead of under the employment agreement. 
 ARTICLE IV 

DEFERRED COMPENSATION ACCOUNT 

4.1 Deferred Compensation Account. 

(a) A Deferred Compensation Account has been established for each Participant who made a deferral election pursuant to
Article III. A Participant’s or Inactive Participant’s Deferred Compensation Account consists of the compensation deferred by a Participant in any Year under the Plan, increased or decreased by any gains or losses thereon. 

(b) The Company shall maintain the Deferred Compensation Accounts of all Participants and Inactive Participants. 

(c) All payments made under the Plan shall be made directly by the Company from its general assets subject to the claims
of any creditors and no deferred compensation under the Plan shall be segregated or earmarked or held in trust. The Plan is an unfunded and unsecured contractual obligation of the Company. Participants, Inactive Participants and Beneficiaries shall
be unsecured creditors of the Company with respect to all obligations owed to them under the Plan. Participants, Inactive Participants and Beneficiaries shall not have any 

  
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interest in any fund or specific asset of the Company by reason of any amount credited to a Deferred Compensation Account, nor shall any such person have any right to receive any distribution
under the Plan except as explicitly stated herein. The Company shall not designate any funds or assets to specifically provide for the distribution of the value of a Deferred Compensation Account or issue any notes or security for the payment
thereof. Any asset or reserve that the Company may purchase or establish shall not serve as security to Participants, Inactive Participants and Beneficiaries for the performance of the Company under the Plan. 

4.2 Hypothetical Investment. 

(a) For crediting rate purposes, amounts credited to a Participant’s or Inactive Participant’s Deferred
Compensation Account shall be deemed to be invested according to his or her Investment Direction in one or more of all of the similarly named funds (both core funds and mutual funds in the mutual funds option) offered under the Time Inc. Savings
Plan. For any period, the deemed return on each of these Investment Funds shall be the same as the return for such period on each similarly named fund offered under such plan. 

(b) Notwithstanding anything to the contrary herein, the Company, by action of the Investment Committee, may add to,
decrease or change the Investment Funds offered under the Plan, at any time and for any reason. Participants, Inactive Participants and Beneficiaries shall not have the right to continue any particular deferral option. 

(c) The Company shall be under no obligation to invest amounts corresponding to any deferral options chosen by
Participants or Inactive Participants. Any such allocation to any Deferred Compensation Account shall be made solely for the purpose of determining the value of such account under the Plan. 

4.3 Investment Direction. Deferrals shall be credited to the Investment Funds in accordance with a Participant’s or Inactive
Participant’s Investment Direction. A Participant or Inactive Participant shall direct that his or her deferrals be applied, in multiples of one percent, to deemed investments in any or all of the Investment Funds. 

4.4 Changes in Investment Direction. A Participant or Inactive Participant may make one Investment Direction in each calendar
quarter, with respect to each of new deferrals and previous deferrals and any earnings thereon; provided, however, that one additional Investment Direction may be made in each calendar quarter in which any Investment Fund is made available, or
ceases to be available, as provided for in Section 2.20, with respect to each of new deferrals and previous deferrals and any earnings thereon. 

  
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 4.5 Manner of Hypothetical Investment. 

(a) For purposes of the hypothetical investment under Section 4.2, deferred compensation shall be considered to be
invested on the date the recordkeeper of the Plan records the deferral amount. 
 (b) As of each Valuation Date, the
recordkeeper of the Plan shall determine the value of each Participant’s, Inactive Participant’s or Beneficiary’s Deferred Compensation Account. 

(c) For purposes of distribution pursuant to Article V, the balance of each Deferred Compensation Account shall be valued
as of the Valuation Date immediately preceding the date that the Committee commences the processing of the distribution of the balance of such account, or the particular installment thereof. 

4.6 Participant Assumes Risk of Loss. Each Participant, Inactive Participant and Beneficiary assumes the risk in connection with
any decrease in value of his or her Deferred Compensation Account deemed invested in the Investment Funds. 
 4.7 Statement of
Account. A statement of account shall be made available through the recordkeeper’s website and may be viewed and printed by a Participant or Inactive Participant at any time. Upon request, as soon as reasonably practicable after the end of
each calendar quarter, a statement of account shall be sent to each Participant and Inactive Participant with respect to the value of his or her Deferred Compensation Account as of the end of such quarter. 

ARTICLE V 
 PAYMENT OF
DEFERRED COMPENSATION ACCOUNT 
 5.1 Payment on Account of Termination of Employment for Reasons other than Death or
Disability. 
 (a) In the event of termination of the Participant’s employment with the Company and any
Affiliate for reasons other than death or Disability, the Participant’s Deferred Compensation Account shall be distributed to him or her in ten annual installment payments. 

(b) Notwithstanding subsection (a) above, a Participant may, at any time, but no later than September 30 of the
Year in which he or she terminates employment with the Company and any Affiliate, request that his or her Deferred Compensation Account be distributed to him or her in a lump sum, if the value of the Participant’s Deferred Compensation Account
is $50,000 or more (determined as of December 31 of the Year in which he or she terminates employment with the Company and any Affiliate), or in two, five or seven annual installment payments, and the Administrative Committee may, in its sole
and absolute discretion, make a lump sum payout or payouts in such installments. 
 (c) Notwithstanding any other
provision of this Section 5.1, if the value of the Participant’s Deferred Compensation Account is less than $50,000 

  
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(determined as of December 31 of the Year in which he or she terminates employment with the Company and any Affiliate), payment shall be made in a lump sum. 

(d) The first installment, or lump sum, as the case may be, shall be distributed as soon as practicable on or after
April 1 of the Year following the Year in which the Participant terminates employment. Subsequent annual installment payments shall be distributed as soon as practicable on or after each following April 1. 

(e) All requests by a Participant under this Section 5.1 shall be made only by delivering a written notice to the
Administrative Committee in a manner prescribed by such committee. 
 5.2 Special In-Service Payment. 

Notwithstanding the payment provisions in subsections (a) through (d) of Section 5.1 above, a Participant may request, by
delivering a written notice to the Benefits Officer in a manner prescribed by such officer, one special in-service payment in a lump sum of all or any portion of the Participant’s Deferred Compensation Account (but not less than $5,000), to be
distributed as soon as practicable after the expiration of 36 months following the month in which he or she has made the request, and the Benefits Officer may, in such officer’s sole and absolute discretion, make such payment. 

 

	 	(i)	The value of any such special in-service payment shall not include amounts payable under existing in-service payment elections. 

  

	 	(ii)	In the event of the termination of the Participant’s employment with the Company and any Affiliate for any reason prior to the payment of any such special in-service payment, it shall be paid in the same manner and
at the same time or times as any other payments of the Participant’s Deferred Compensation Account due under this Article. In the event of death, payment shall be made as provided for in Section 5.5. 


 

	 	(iii)	The request must be for 100% of each deferral Year and contribution source. 


5.3 Payment on Account of Disability. 

(a) In the event a Participant meets the definition of Disability, the value of the Participant’s Deferred
Compensation Account shall be distributed to him or her in five annual installment payments. 
 (b) Notwithstanding
subsection (a) above, if the value of the Participant’s Deferred Compensation Account is less than $50,000 as of the Valuation Date immediately prior to the date the definition of Disability is met, payment shall be made in a lump sum.


  
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 (c) The first installment, or lump sum, as the case may be, shall be
distributed as soon as practicable on or after April 1 of the Year following the date the Participant has met the definition of Disability. Subsequent annual installment payments shall be distributed as soon as practicable on or after each
following April 1. 
 (d) If a Participant or Inactive Participant no longer meets the definition of Disability
and returns to work with the Company or an Affiliate, no further payments shall be made on account of the prior Disability, and distribution of his or her remaining Deferred Compensation Account shall be made as otherwise provided in this Article V.

 5.4 In-Service Payments. 

(a) An in-service payment elected by a Participant pursuant to Section 3.3(ii) shall be distributed in a lump sum as
soon as practicable on or after April 1 in the Year specified by the Participant. 
 (b) Notwithstanding
subsection (a) above, a Participant may request, by delivering written notice to the Administrative Committee on a form prescribed by such committee prior to July 1 of the Year preceding that in which the in-service payment is to be made,
that the Administrative Committee, in such committee’s sole and absolute discretion, defer such payment until such later Year as the Participant requests. Any such additional deferral (i) must be for full Years, and for no fewer than 36
months from the beginning of the month in which such additional deferral is requested, (ii) must be for the current value of the whole amount originally deferred, (iii) can only be made five times with respect to any in-service payment,
and (iv) shall be distributed in a lump sum as soon as practicable on or after April 1 in the Year specified by the Participant. In lieu of specifying the Year in which the payment is to be made, the Participant may specify that payment of
the deferral shall be made on account of Retirement, in which case it shall be distributed in accordance with the provisions of Section 5.1, as soon as practicable on or after April 1 of the Year following the date of termination from the
Company and any Affiliate. 
 Notwithstanding the prior sentences of this subsection (b), distribution of any in-service payment (whether or
not there has been a prior redeferral) may be deferred pursuant to an employment contract or separation agreement which provides that payment of the deferral shall be made on account of retirement, in which case it shall be distributed in accordance
with the provisions of section 5.1. Instead of requesting an additional deferral, a Participant may request that an in-service payment be payable prior to the year scheduled, provided that no such payment date may be requested which is within 36
months of the date of the request; any such requests shall be subject to the requirements set forth in clauses (ii) through (iv) of the second sentence of this subsection. 

(c) In the event of the termination of a Participant’s employment for any reason prior to the time any in-service
payment under this Section 5.4 

  
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would have been made, distribution of such payment shall be made according to the manner of payment specified in Section 5.1, 5.2, 5.3 or 5.5, based on the Participant’s actual reason
for termination of employment; provided, however, that the unpaid balance of any in-service payment shall be paid in full at the time such in-service payment would have been made but for such termination of employment. 

(d) The Administrative Committee may, in such committee’s sole and absolute discretion, defer any in-service payment
previously elected by any officer of the Company who at the time of the designated in-service payment date is at or above the level of a senior vice president. In the event of any such deferral by the Administrative Committee, payment shall be made
under this Article V as if a deferral election had been made for payment on account of Retirement. 
 5.5 Payment to Beneficiary or
Estate in the Event of Death. Notwithstanding the provisions for payment described in Sections 5.1 through 5.4 above, in the event of the death of a Participant or Inactive Participant before the distribution of his or her Deferred
Compensation Account has commenced, or before such account has been fully distributed, the value of such account shall be determined as of the Valuation Date coincident with or immediately prior to the date that the Benefits Officer commences the
processing of the distribution, after both a written notice of his or her death and a death certificate have been received by the Benefits Officer. Such account shall be distributed in a lump sum as soon as practicable to the Participant’s or
Inactive Participant’s Beneficiary (or, if no person has been designated or if no person so designated survives the Participant or Inactive Participant, to such Participant’s or Inactive Participant’s estate or if such Beneficiary
survives the Participant or Inactive Participant, but dies prior to payment, to such Beneficiary’s estate). In case any Participant or Inactive Participant and his or her Beneficiary die in or as a result of a common accident or disaster and
under such circumstances as to make it impossible to determine which of them was the last to die, the Participant or Inactive Participant shall be deemed to have survived his or her Beneficiary. Distributions hereunder shall be subject to such
administrative and procedural requirements and forms as the Benefits Officer in such officer’s discretion may require. 

5.6 Severe Unforeseeable Financial Emergency Payments. Notwithstanding any other provisions of the Plan, a Participant or
Inactive Participant may make an application to the Administrative Committee that he or she has a severe unforeseeable financial emergency of such a substantial nature and beyond the individual’s control that a payment of compensation
previously deferred under the Plan or rescission of a deferral election is warranted. After consideration of the application, and a determination that such an emergency exists, the Administrative Committee may, in such committee’s sole and
absolute discretion, (i) direct that all or a portion of the balance of such individual’s Deferred Compensation Account be paid to him or her in such manner and at such time as the Administrative Committee shall specify, or (ii) may
rescind, in whole or in part, a deferral election with respect to a bonus deferred but not yet payable, but only to the extent reasonably required to satisfy the emergency need. 

5.7 Incapacity. The Administrative Committee may direct that any amounts distributable under the Plan to a person under a
legal disability be made to (and be withheld until the appointment of) a representative qualified pursuant to law to receive such payment on such person’s behalf. 

  
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 5.8 Method of Paying Installments. Installment payments as provided for in
this Article V shall be paid as follows: (i) in the case of installments paid over two Years: 1/2 of the value of the Deferred Compensation Account subject to installment payments shall be paid in the first installment and all of the remaining
value shall be paid in the second and final installment, (ii) in the case of installments paid over five Years: 1/5 of the value of the Deferred Compensation Account subject to installment payments shall be paid in the first installment; 1/4 of
the remaining value shall be paid in the second installment; 1/3 of the remaining value shall be paid in the third installment; 1/2 of the remaining value shall be paid in the fourth installment; and all of the remaining value in the account shall
be paid in the fifth and final installment, (iii) in the case of installments paid over seven Years: 1/7 of the value of the Deferred Compensation Account subject to installment payments shall be paid in the first installment; 1/6 of the
remaining value shall be paid in the second installment; 1/5 of the remaining value shall be paid in the third installment; 1/4 of the remaining value shall be paid in the fourth installment; 1/3 of the remaining value shall be paid in the fifth
installment; 1/2 of the remaining value shall be paid in the sixth installment; and all of the remaining value in the account shall be paid in the seventh and final installment, (iv) in the case of installments paid over ten Years: 1/10 of the
value of the Deferred Compensation Account subject to installment payments shall be paid in the first installment; 1/9 of the remaining value shall be paid in the second installment; 1/8 of the remaining value shall be paid in the third installment;
1/7 of the remaining value shall be paid in the fourth installment; 1/6 of the remaining value shall be paid in the fifth installment; 1/5 of the remaining value shall be paid in the sixth installment; 1/4 of the remaining value shall be paid in the
seventh installment; 1/3 of the remaining value shall be paid in the eighth installment; 1/2 of the remaining value shall be paid in the ninth installment and all of the remaining value in the account shall be paid in the tenth and final
installment. 
 5.9 Payments Only in Cash. All payments under the Plan shall be made only in cash. 

5.10 Occurrence of a Tax Event. If a Tax Event shall occur and the Investment Committee thereafter determines to change the
Investment Funds offered as crediting rates under the Plan for amounts that have been deferred and elected to be deferred under the Plan prior to the effective date of such change, then each Participant and Inactive Participant shall have a one-time
right to elect to (a) maintain his or her Deferred Compensation Account under the Plan in the Investment Funds then offered as crediting rates under the Plan or (b) receive a lump sum distribution of all (but not less than all) of his or
her Deferred Compensation Account under the Plan and all amounts elected to be deferred under the Plan but not yet credited to the Plan. All payments under the Plan shall be made only in cash. 

5.11 Rehire of Inactive Participant. If an Inactive Participant returns to work with the Company or an Affiliate, no
further payments shall be made on account of the prior termination of employment, and distribution of his or her remaining Deferred Compensation Account shall be made as otherwise provided in this Article V. 

5.12 Transfers from the Pre-1999 Plan, the Excess Profit Sharing Plan, the Warner Bros. SERP, and certain Employment Agreements and
the TWE Plan. All balances  

  
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transferred from the Pre-1999 Plan, the Excess Profit Sharing Plan, the Warner Bros. SERP, the employment agreements specified in Section 3.6(b) and the TWE Plan shall be subject to the
provisions of this Article V as part of a Participant’s or Inactive Participant’s Deferred Compensation Account. 

5.13 Withdrawals with Penalty. A Participant may elect, at any time, but only once in a Year, to withdraw some or all of his or
her Deferred Compensation Account balance; provided, however, that: (i) the amount of the withdrawal shall be subject to imposition of a withdrawal penalty equal to 10% of the withdrawal amount; (ii) the amount of the withdrawal must be
for the entire Deferred Compensation Account balance or for 100% of a deferral Year and contribution source; and (iii) each such election must be made no fewer than 60 days prior to a previously scheduled distribution election. Payments of
early withdrawal elections shall be made as soon as practicable, and are subject to applicable federal, state and local withholding taxes. 

ARTICLE VI 

ADMINISTRATION 

6.1 Administrative Committee. 

(a) Appointment. The Administrative Committee shall be a committee of not less than three individuals designated
by the Benefits Officer who shall be responsible for administering the Plan. The Benefits Officer may not serve on the Administrative Committee. No member of the Administrative Committee shall receive any compensation for his or her services as
such. Participants may be members of the Administrative Committee but may not participate in any decision affecting their own account in any case where the Administrative 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 Administrative Committee
shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Administrative 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 Administrative Committee may participate in a meeting of such Administrative 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 Administrative 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 

  
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or committee are duly authorized under the Plan. The Administrative Committee may from time to time establish rules for the administration of the Plan. The Administrative 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, Inactive Participants and their Beneficiaries to the extent permitted by law. 

(d) Delegation by Administrative Committee. The Administrative 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. 

(e) Committee Records. The Administrative 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, Inactive Participants, or Beneficiaries or payments made by it for expenses or otherwise. 

6.2 Investment Committee. 

(a) Appointment. The Investment Committee shall be a committee of not less than three individuals designated by
the Benefits Officer who shall take all prudent action necessary or desirable for the purpose of carrying out the overall investment policy for the Plan (with respect to Investment Funds made available as targeted hypothetical investments). The
Benefits Officer may not serve on the Investment Committee. 
 (b) Quorum and Actions of Investment Committee. A
majority of the members of the Investment Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Investment Committee shall be by 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 Investment Committee may participate in a meeting of such Investment 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) Investment Committee Chair; Delegation by Investment Committee. The members of the Investment Committee shall
designate one of their number as chair and may designate a secretary who may, but need not, be one of their number. The Investment Committee may delegate any of its powers 

  
 15 








 
or duties among its members or to others as it shall determine. It may authorize one or more of its members to execute or deliver any instrument or to make any payment in its behalf. It may
employ such counsel, agents and clerical, accounting, actuarial and recordkeeping services as it may require in carrying out the provisions of the Plan. 

6.3 Benefits Officer. 

(a) Responsibilities. The Benefits Officer shall be responsible for effecting settlor functions on behalf of the
Company as provided for in the Plan, including, without limitation, amending and modifying the terms of 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 he or
she may require in carrying out his or her functions. 
 6.4 Indemnification. The Company shall, to the fullest extent permitted
by law, indemnify each director, officer or employee of the Company or any Affiliate (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Administrative Committee, Investment
Committee and 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 Affiliate in
any capacity at the request of such company. 
 6.5 Expenses of Administration. Any expense incurred by the Company, the
Administrative Committee, the Investment Committee or the Benefits Officer relative to the administration of the Plan shall be paid by the Company and any of its participating Affiliates in such proportions as the Company may direct. 

6.6 Reliance on Information. The Administrative Committee, Investment 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 Administrative Committee, Investment Committee, or 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 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. 

  
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 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 an authorized representative of any of them), as the case may be, and shall be delivered to any member of the Administrative Committee. Such written request shall be deemed filed upon receipt thereof by the
Administrative Committee. Such request shall be made within one year after the claimant first knew or should have known that he had a claim for benefits under the Plan. 

7.2 Insufficiency of Information. In the event a request for benefits contains insufficient information, the Administrative
Committee 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 Administrative Committee on the date the Administrative Committee receives in writing such additional information. 

7.3 Request Notification. The Administrative Committee shall make a determination with respect to a request for benefits within
ninety (90) days after such request is filed (or within such extended period prescribed below). The Administrative Committee shall notify the claimant whether his 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: 
 (i) The specific reason or reasons for the denial; 

(ii) Specific reference to pertinent provisions of the Plan on which the denial is based; and 

(iii) An explanation of the Plan’s claim review procedure. 

Failure by the Administrative Committee 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 Administrative Committee 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 Administrative Committee 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 in whole or in part, or his duly authorized
representative, may, within sixty (60) days after written notification of such denial, file with a reviewer appointed for such purpose by the Administrative 

  
 17 








 
Committee (or, if none has been appointed, with the Administrative Committee itself), with a copy to the Administrative Committee, a written request for a review of his 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 claim for benefits, or his duly authorized representative, may review pertinent documents (upon reasonable notice to the reviewer) and may submit the issues and his 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 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 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. 

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 and the
ability of an Eligible Employee to make a deferral for any Year are not assumed as contractual obligations of the Company or any other Employing Company. The Company reserves the right (for itself and the other Employing Companies) by action of the
Board 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. Any Employing Company may terminate or suspend the Plan 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 amendment thereto shall deprive a Participant, Inactive
Participant or Beneficiary of the right to payment of deferred compensation credited as of the date of termination or amendment, in accordance with the terms of the Plan as of the date of such termination or amendment; 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, in such officer’s sole and absolute discretion, accelerate the payment of all such
credited deferred compensation on a uniform basis for all Participants and Inactive Participants or, in the case of termination of the Plan with respect to one or more other Employing Companies, for all Participants and Inactive Participants of such
other Employing Companies only. 

  
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 ARTICLE IX 

PARTICIPATING COMPANIES 

9.1 Adoption by Other Entities. Upon the approval of the Company or the Benefits Officer, the Plan may be adopted by any Affiliate
by executing and delivering to the Company or 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’ Rights Unsecured. The right of any Participant or Inactive Participant to receive future payments under
the provisions of the Plan shall be a general unsecured claim against the general assets of the Employing Company employing the Participant at the time that his or her compensation is deferred. The Company, and any other Employing Company or former
Employing Company shall not guarantee or be liable for payment of benefits to the employees of any other Employing Company or former Employing Company under the 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. 

10.3 Affiliate Ceasing to be Such. 

(a) In the event that a corporation or other entity ceases at any time to meet the definition of an Affiliate, such
entity shall cease as of such time to be an Employing Company, if it had been such, and those of its Employees who would have been Eligible Employees under the Plan shall cease to be such. 

(b) Payments to Participants employed by any entity which ceases to be an Affiliate shall be made pursuant to Article V
unless prior to the end of the Year in which such entity ceases to be an Affiliate, it adopts a non-qualified deferred compensation plan and agrees to the transfer of the Deferred Compensation Accounts of all such Participants to its plan and to
assume all obligations accrued under the Plan as of the date of such transfer with respect to such accounts and subsequent distributions thereof. 

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, Eligible Employee, Participant or Inactive Participant any legal or equitable rights 

  
 19 








 
against 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 Inactive Participant 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 may be terminated
at any time for any reason in accordance with the procedures of the Employing Company. 
 10.5 Withholding. Each Employing
Company, 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 deferral of compensation pursuant to the Plan, any Employing Company Allocation, any income deemed accrued or any distribution under the Plan, with respect to any of its former or present Employees. The
Benefits Officer 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 Administrative Committee, the Benefits Officer, the Company and any Employing Company
or former Employing Company do not make any commitment or guarantee that any amounts deferred for the benefit of a Participant or Inactive Participant will be excludible from the gross income of the Participant or Inactive Participant in the Year of
deferral or distribution 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 Inactive Participant. It shall be the obligation of
each Eligible Employee, Participant or Inactive Participant to determine whether any deferral 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 deferral 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. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of New
York (other than its rules of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby), to the extent not preempted by the laws of the United States. 

  
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