Exhibit
10.45


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS RESTRICTED STOCK AWARD AGREEMENT
(this “Agreement”), is entered into as of the 1st day of October, 2004,
by and between WMG Parent Corp., a Delaware corporation (“Parent”), and
Paul-Rene Albertini (the “Executive”). Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the “Employment
Agreement” (as defined herein).


 


R  E  C
I  T  A  L  S:


 


WHEREAS,
Warner Music Services Limited (the “Company”), an indirect majority
owned subsidiary of Parent, or one of its direct or indirect subsidiaries, and
the Executive have entered into an employment agreement, dated November 28,
2002 (as amended, superceded or replaced from time to time, the “Employment
Agreement”); and


 


WHEREAS,
the Board of Directors of Parent (the “Board”) has determined to sell to
the Executive on the date hereof (the “Effective Date”) the restricted
stock provided for herein (the “Restricted Stock Award”), such sale to
be subject to the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants hereinafter
set forth as supplemented by the terms set out in the Schedule A entitled “UK
Resident Executive”, the parties hereto agree as follows:


 


1.                                       Purchase
of Restricted Stock.  Subject to the
terms and conditions set forth in this Agreement, Parent hereby sells to the
Executive, and the Executive hereby purchases from Parent, effective as of the
Effective Date (which is the date hereof), 212,0441 shares of Class A Common Stock
of Parent (the “Restricted Shares”) for an aggregate purchase price of
$250,000.00. The Board acknowledges to the Executive that such purchase price
is the fair market value of the Restricted Shares on the Effective Date (the “Initial
Value”), determined without regard to any restrictions applicable thereto
other than restrictions which by their terms do not lapse.  The Restricted Shares shall vest in accordance
with Section 2 and Section 5 hereof.


 





















 


2.                                       Vesting.


 


(a)                                  Service-Based
Restricted Stock.  Except as
otherwise provided in this Agreement, one-third of the Restricted Shares (the “Service-Based
Restricted Stock”), shall vest and become non-forfeitable in four equal
installments on the day prior to each of the first, second, third and fourth
anniversaries of the Effective Date provided that the Executive remains
employed with the Company on each such date, such that one hundred percent
(100%) of the Service-Based Restricted Stock shall be vested and
non-forfeitable on the day prior to the fourth anniversary of the Effective Date;
provided that any unvested Service-Based Restricted Stock shall become vested and
non-forfeitable upon a termination of the Executive’s employment with the
Company (A) due to his death, (B) by the Company due to his Disability or
without Cause or (C) by the Executive for Good Reason, in each case on or after
a “Change in Control” (as defined in Section 2(b)(iii)(6)) or, in the case
of a termination by the Company without Cause or a termination by the Executive
for Good Reason, in anticipation of a Change in Control (a termination
described in the foregoing proviso being referred to hereinafter as a “CIC
Termination”).


 


(b)                                 Performance-Based
Restricted Stock.  Except as
otherwise provided in this Agreement, two-thirds of the Restricted Shares (the “Performance-Based
Restricted Stock”) shall contingently vest in equal installments on the day
prior to each of the first, second, third and fourth anniversary of the
Effective Date provided that the Executive remains employed with the Company on
each such date (the “Service Condition”), but shall not be considered to
be fully vested until and unless the condition described in Section 2(b)(i)
or 2(b)(ii), as applicable, has been satisfied (each such condition, a Performance
Condition”).


 


(i)                                     With
respect to one-half of the Performance-Based Restricted Stock, the Performance
Condition shall be the occurrence of a 2X Restricted Stock Liquidity Event.


 


(ii)                                  With
respect to the other one-half of the Performance-Based Restricted Stock, the
Performance Condition shall be the occurrence of a 3X Restricted Stock
Liquidity Event.


 


(iii)                               For purposes of this Section 2(b),
and also as and if used elsewhere in this Agreement, the following terms shall
have the following meanings:


 


(1)                                  “2X
Investor Equity Value” shall mean (X) two times the Investment minus
(Y) the aggregate amount of cash and “Fair Market Value” (as defined below) of
readily marketable securities or other assets (determined at the time of
receipt) received by the Investors in respect of the Investor Equity prior to
or coincident with the time of determination.


 


2





















 


(2)                                  “3X Investor Equity Value”
shall mean (X) three times the Investment minus (Y) the aggregate amount
of cash and Fair Market Value of readily marketable securities or other assets
(determined at the time of receipt) received by the Investors in respect of the
Investor Equity prior to or coincident with the lime of determination.


 


(3)                                  “2X
Restricted Stock Liquidity Event” shall mean (A) the first sale in an
underwritten offering of Parent’s Class A Common Stock pursuant to a
registration statement on Securities and Exchange Commission (“SEC”)
Form S-l or otherwise under the Securities Act of 1933, as amended (the “Securities
Act”) (an “IPO”), at a per share price which implies an aggregate
value of the Investor Equity at the time of the IPO of at least the 2X Investor
Equity Value, (B) following an IPO, or any transaction other than an IPO which
causes Parent’s Class A Common Stock, or all or substantially all of the
securities into which such Class A Common Stock is converted or for which it is
exchanged, to be listed for trading on a national securities exchange or quoted
on an automated quotation system, the average closing price of Parent’s Class A
Common Stock, or such securities into which Class A Common Stock is converted
or for which it is exchanged, on the primary exchange on which, or system over
which, it is traded over any 20 consecutive trading days is such that the
implied aggregate value of the Investor Equity at the end of such 20
consecutive trading days, based on such average price, is at least the 2X
Investor Equity Value, determined as of the first of such 20 consecutive
trading days, or (C) a Bonus Liquidity Event occurs which results in a
combination of cash and readily marketable securities being paid or provided to
the Investors having an aggregate value (as determined by the Board in good
faith as of the time of receipt) of at least the 2X Investor Equity Value.


 


(4)                                  “3X
Restricted Stock Liquidity Event” has the same meaning as a 2X Restricted
Stock Liquidity Event, except that the term “2X Investor Equity Value” each
time it appears in Section 2(b)(iii)(3) above shall be replaced with “3X
Investor Equity Value.”


 


(5)                                  “Bonus
Liquidity Event” shall mean a Change in Control, or other event (e.g.,
a leveraged recapitalization in which the proceeds are paid out to the
Investors as dividends and/or redemptions), in which consideration is paid to
Investors in respect of the Investor Equity in the form of cash, readily marketable
securities or a combination of both.


 


3





















 


(6)                                  “Change
in Control” shall mean a “Change of Control,” as defined in the certificate
of incorporation of Parent, as amended from time to time.


 


(7)                                  “Fair
Market Value” shall mean the price at which the asset in question would
change hands in an arms’ length sale between a willing buyer and a willing
seller, with neither being under any compunction to buy or sell and each with
full knowledge of all relevant facts, as determined by the Board in good faith;
provided that, in determining Fair Market Value of the securities of any member
of the Parent Group, the Board shall take into account the free cash flow,
revenue and EBITDA and such other methodologies and characteristics as it may
determine to be relevant, and shall (A) adjust the Fair Market Value of the securities
to take into account the illiquidity of securities which are not publicly
traded and (B) make no adjustment on account of any control premium.  Notwithstanding the above, the Fair Market Value
of any freely tradable security which is of a class listed for trading on an
established securities market or established trading system shall be the
average of the high and low trading prices of such class of securities, as
reported on the primary market or trading system on which such securities are
listed on the date Fair Market Value is determined.


 


(8)                                  “Investment”
shall mean $1.25 billion.


 


(9)                                  “Investor
Equity” shall mean all equity securities of all members of the Parent
Group, including common and preferred stock and warrants, options and other
instruments convertible or exercisable into, or redeemable for, common or preferred
stock, either (A) purchased or otherwise received by the Investors on or prior
to March 1, 2004 or (B) received by the Investors following March 1,
2004, without cost to the Investors, in respect of the equity securities
described in the preceding clause (A).


 


(10)                            “Investors”
shall mean all of (i) Thomas H. Lee Equity Fund V, L.P., (ii) Thomas H. Lee
Parallel Fund V, L.P., (iii) Thomas H. Lee Equity (Cayman) Fund V, L.P., (iv) Putnam
Investments Holdings, LLC, (v) Putnam Investments Employees’ Securities Company
1 LLC, (vi) Putnam Investments Employees’ Securities Company II LLC, (vii) 1997
Thomas H. Lee Nominee Trust, (viii) Thomas H. Lee Investors Limited Partnership,
(ix) Bain Capital Partners Integral Investors, LLC, (x) Bain Capital VII
Coinvestment Fund, LLC, (xi) BCIP TCV, LLC, (xii) Providence Equity Partners
IV, L.P., (xiii) Providence Equity Operating Partners IV, L.P. and (xiv) Lexa
Partners LLC, or any


 


4





















 


affiliate of any
of them, in each case which purchases Investor Equity on or prior to March 1,
2004.


 


(11)                            “Parent
Group” shall mean Parent, the Company and each direct or indirect
subsidiary of any of them.


 


Notwithstanding
anything in this Agreement to the contrary, the Service Condition applicable to
each share of Performance-Based Restricted Stock shall be deemed to have been
attained upon a CIC Termination.


 


(c)                                  The
term “Vested Restricted Shares,” as used herein, shall mean (i) each
share of Service-Based Restricted Stock on and following the time that the vesting
condition set forth in Section 2(a) hereof has been actually or deemed
satisfied as to such share, (ii) each share of Performance-Based Restricted
Stock on and following the time that both the Service Condition and the
Performance Condition have been actually or deemed satisfied as to such share
and (iii) each share of Performance-Based Restricted Stock not described in the
immediately preceding clause (ii) on an following the day prior to the seventh
anniversary of the Effective Date, so long as the Executive remains employed by
the Company on such day.  Restricted
Shares which have not become Vested Restricted Shares arc hereinafter referred
to as “Unvested Restricted Shares.”


 


3.                                       Taxes.
 The Executive shall pay to the Company
or Parent promptly upon request, and in any event at the time the Executive
recognizes taxable income in respect of the Restricted Stock Award, an amount
equal to the taxes the Company or Parent determines it is required to withhold
under applicable tax laws with respect to the Restricted Shares. Such payment
shall be made in the form of cash.  As a
condition to the effectiveness of the Restricted Stock Award, the Executive
shall make a timely and valid election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”) to realize
taxable income in respect of the grant of the Restricted Stock Award, in an
amount equal to the Initial Value less the purchase price paid for the
Restricted Shares.  Notwithstanding the
above, because the Company and the Executive acknowledge that the purchase
price for the Restricted Shares is equal to the Initial Value, so long as the
Executive makes a timely and valid Code Section 83(b) election in respect
of the Restricted Shares the Company and the Executive agree that no tax is
due, and no withholding is necessary, upon or on account of the Executive’s purchase
of the Restricted Shares.


 


4.                                       Certificates.
 Certificates evidencing the Restricted
Shares shall be issued by Parent and shall be registered in the Executive’s name
on the stock transfer books of Parent promptly after the date hereof, but shall
remain in the physical custody of Parent or its designee at all times prior to,
in the case of any particular Restricted Shares, the date such Restricted
Shares become Vested Restricted Shares.  As
a condition to the receipt of this Restricted Stock Award, the Executive shall
deliver to Parent a stock power, duly endorsed in blank, relating to the
Restricted Shares.


 


5





















 


5.                                       Effect
of Termination of Employment.


 


(a)                                  Upon
the termination of the Executive’s employment with the Company for any reason,
the Restricted Shares shall be subject to the Call Option described in Section 5(b)
below.  For purposes of this Agreement,
such a termination may be (i) by the Company for Cause or on account of the
Executive’s Disability, by the Executive without Good Reason or on account of
the Executive’s death (a “5(a)(i) Termination”) or (ii) by the Company
without Cause or by the Executive for Good Reason (a “5(a)(ii) Termination”).


 


(b)                                 Call
Option.


 


(i)                                     Other
than as set forth in the second sentence of Section 5(b)(ix), upon the
termination of the Executive’s employment with the Company for any reason (or
no reason), Parent shall have the right and option (the “Call Option”),
but not the obligation, to purchase, or to cause any member of the Parent Group
designated by Parent (the “Call Assignee”) to purchase, from the
Executive, on and after the Initial Call Date any or all of the Restricted Shares.
 The purchase price (the “Call Price”)
of the Restricted Shares subject to purchase under this provision (the “Called
Shares”) shall be as follows:


 


(1)                                  In
the event of a 5(a)(i) Termination, (A) as to each Called Share which is an
Unvested Restricted Share immediately prior to the Initial Call Date of such
share, the lower of the Fair Market Value of such share on the date of the applicable
“Call Notice” (as defined below) or the Initial Value of such share, and (B) as
to each Called Share which is a Vested Restricted Share immediately prior to
the Initial Call Date of such share, the Fair Market Value of such share on the
date of the applicable Call Notice.


 


(2)                                  In
the event of a 5(a)(ii) Termination, as to each Called Share of Service-Based
Restricted Stock and Performance-Based Restricted Stock which is a Vested
Restricted Share immediately prior to the Initial Call Date of such share, or
which becomes a Vested Restricted Share upon termination of employment solely
because such termination is a CIC Termination, the Fair Market Value of such
share on the date of the applicable Call Notice


 


(3)                                  In
the event of a 5(a)(ii) Termination, as to each Called Share of Service-Based
Restricted Stock and Performance-Based Restricted Stock which is an Unvested
Restricted Share immediately prior to the Initial Call Date of such share
(other than such a share which becomes a Vested Restricted Share upon termination
of employment solely because such termination is a


 


6





















 


CIC Termination),
the lower of the Fair Market Value of such share on the date of the applicable
Call Notice or the Initial Value of such share.


 


(ii)                                  The
“Initial Call Date” shall mean (A) with respect to each share of
Performance-Based Restricted Stock as to which the Service Condition, but not
the Performance Condition, has been attained at the time of a 5(a)(ii)
Termination, the earlier of (I) the date the Performance Condition is first
attained with respect to such share and (II) the six-month anniversary of the
5(a)(ii) Termination, or (B) in all other cases, the date of termination of the
Executive’s employment with the Company.


 


(iii)                               For purposes of Section 5(b)(i),
(A) the termination of the Executive’s employment at the end of the term of the
Employment Agreement following the failure of the Company to offer the
Executive continued employment at a base salary not less than that in effect at
the end of such term shall be deemed to be a 5(a)(ii) Termination and (B) the
termination of the Executive’s employment at the end of the term of the
Employment Agreement following the Company’s offering the Executive continued
employment at a base salary not less than that in effect at the end of such
term shall be deemed to be a 5(a)(i) Termination.


 


(iv)                              Parent
or the Call Assignee, as applicable, may exercise the Call Option by delivering
or mailing to the Executive (or to his estate, if applicable), in accordance
with Section 16 of this Agreement, written notice of exercise (a “Call
Notice”) at any time following the Initial Call Date.  The Call Notice shall specify the date
thereof, the number of Called Shares and the Call Price.


 


(v)                                 Within
ten (10) days after his receipt of the Call Notice, the Executive (or his
estate) shall tender to Parent or the Call Assignee, as applicable, at its
principal office the certificate or certificates representing the Called
Shares, duly endorsed in blank by the Executive (or his estate) or with duly
endorsed stock powers attached thereto, all in form suitable for the transfer
of such shares to Parent or the Call Assignee, as applicable.  Upon its receipt of such shares, Parent or the
Call Assignee, as applicable, shall pay to the Executive the aggregate Call
Price therefore, in cash.


 


(vi)                              Parent
or the Call Assignee, as applicable, will be entitled to receive customary
representations and warranties from the Executive regarding the sale of the
Called Shares pursuant to the exercise of the Call Option as may reasonably
requested by Parent or the Call Assignee, as applicable, including but not
limited to the representation that the Executive has good and marketable title
to the Called Shares to be transferred free and clear of all liens, claims and
other encumbrances.


 


7





















 


(vii)                           If Parent or the Call
Assignee, as applicable, delivers a Call Notice, then from and after the time
of delivery of the Call Notice the Executive shall no longer have any rights as
a holder of the Called Shares subject thereto (other than the right to receive
payment of the Call Price as described above), and such Called Shares shall be
deemed purchased in accordance with the applicable provisions hereof and Parent
or the Call Assignee, as applicable, shall be deemed to be the owner and holder
of such Called Shares.


 


(viii)                        Any Restricted Shares as to
which the Call Option is not exercised will remain subject to all terms and
conditions of this Agreement, including the continuation of Parent’s or the
Call Assignee’s, as applicable, right to exercise the Call Option.


 


(ix)                                This
Section 5(b) is in addition to, and not in lieu of, any rights and
obligations of the Executive and Parent in respect of the Restricted Shares
contained in the “Stockholders’ Agreement” (as defined below). Notwithstanding
the above, this Section 5(b) shall be ineffective as to each Vested
Restricted Share on and following the later of (I) an IPO or any other event
which causes the Class A Common Stock, or other securities for which all or
substantially all of the Class A Common Stock may have been exchanged, to be or
become listed for trading on or over an established securities market or
established trading system and (II) the date on which such share becomes a
Vested Restricted Share.


 


(c)                                  Additional
Terms.  This Agreement shall be
supplemented by the additional terms set out in Exhibit 5(c).


 


6.                                       Rights
as a Stockholder; Dividends.


 


(a)                                  The
Executive shall be the record owner of the Restricted Shares unless and until
such shares are sold or otherwise disposed of, and as record owner shall be entitled
to all rights of a common stockholder of Parent, including, without limitation,
voting rights, if any, with respect to the Restricted Shares; provided that
(i) any cash or in-kind dividends paid with respect to Restricted Shares which
are not Vested Restricted Shares shall be withheld by Parent and shall be paid
to the Executive, without interest, only when, and if, such Restricted Shares
shall become Vested Restricted Shares (provided, however, that in the event of
a rights offering in which the Restricted Shares are entitled to participate,
the Executive shall be entitled to subscribe for and purchase any securities
made available in such rights offering with respect to all Restricted Shares,
whether or not such Restricted Shares are Vested Restricted Shares), and (ii)
the Restricted Shares shall be subject to the limitations on transfer and
encumbrance set forth in this Agreement and the stockholders’ agreement
executed and entered into by and between Parent, the Investors and the other
parties thereto prior to the Effective Date (such stockholders’ agreement, as
it may be amended, superceded or replaced from time to time, the “Stockholders’
Agreement”). A copy of the


 


8





















 


Stockholders’ Agreement,
as in effect on the date hereof, is annexed hereto as Exhibit B.  As soon as practicable following the vesting
of any Restricted Shares, certificates for such Vested Restricted Shares shall
be delivered to the Executive or to the Executive’s legal representative along
with the stock powers relating thereto.


 


(b)                                 At
or promptly following an IPO or any other transaction which makes Parent
eligible to use SEC Form S-8, Parent shall register all of the Restricted
Shares (whether or not vested) on Form S-8 or an equivalent registration
statement (including, at Parent’s option, on the Form S-1 filed in connection
with an IPO), and use reasonable commercial efforts to keep such registration
effective so long as the Executive continues to hold any of the Restricted Shares.


 


7.                                       Restrictive
Legend.  All certificates
representing Restricted Shares shall have affixed thereto a legend in
substantially the following form, in addition to any other legends that may be
required under federal or state securities laws, unless and to the extent
determined inapplicable or unnecessary by Parent:


 


THE SHARES OF
STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
AND AN OPTION TO PURCHASE SET FORTH IN A CERTAIN RESTRICTED STOCK AWARD
AGREEMENT BETWEEN WMG PARENT CORP. AND THE REGISTERED OWNER OF THIS CERTIFICATE
(OR HIS PREDECESSOR IN INTEREST) AND A STOCKHOLDERS’ AGREEMENT TO WHICH WMG
PARENT CORP. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR
IN INTEREST) ARE PARTIES, WHICH AGREEMENTS ARE BINDING UPON ANY AND ALL OWNERS
OF ANY INTEREST IN SAID SHARES. SAID AGREEMENTS ARE AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF WMG PARENT CORP. AND COPIES THEREOF
WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST.


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS WMG PARENT CORP.  HAS RECEIVED AN OPINION OF COUNSEL, WHICH
OPINION IS REASONABLY SATISFACTORY TO IT, TO THE EFFECT THAT SUCH REGISTRATIONS
ARE NOT REQUIRED.


 


9





















 


8.                                       Transferability.


 


(a)                                  The
Restricted Shares may not, at any time prior to becoming Vested Restricted
Shares, be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Executive and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against Parent; provided that the designation of a beneficiary
shall not constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance; and provided further that the foregoing restriction
shall not apply to a sale of Restricted Shares in compliance with the
obligations, if any, of the holder thereof to sell such shares pursuant to the “drag
along” provisions of the Stockholders’ Agreement.


 


(b)                                 Prior
to an IPO, neither the Executive nor any transferee of the Executive (including
any beneficiary, executor or administrator) shall assign, alienate, pledge,
attach, sell or otherwise transfer or encumber the Restricted Shares upon or subsequent
to their vesting, except in accordance with the applicable provisions of this Agreement
and the Stockholders’ Agreement; provided, that, subject to the
provisions of the Stockholders’ Agreement, Vested Restricted Shares may be
transferred (i) by will or the laws of descent, or (ii) with the Board’s
approval (which may be granted or withheld at its sole discretion), by the
Executive without consideration to (A) any person who is a “family member” of
the Executive, as such term is used in the instructions to SEC Form S-8
(collectively, the “Immediate Family Members”); (B) a trust solely for
the benefit of the Executive and/or Immediate Family Members; or (C) any other
transferee as may be approved by the Board in its sole discretion
(collectively, the “Permitted Transferees”); provided, that,
the Executive gives the Board advance written notice describing the terms and
conditions of the proposed transfer and the Board notifies the Executive in
writing that such a transfer is in compliance with the terms of this Agreement;
provided, further,  that, the restrictions upon any Vested Restricted
Shares transferred in accordance with this Section 8(b) shall apply to the
Permitted Transferee, such transfer shall be subject to the acceptance by the
Permitted Transferee of the terms and conditions hereof and of the Stockholders’
Agreement, and any reference in this Agreement or the Stockholders’ Agreement
to the Executive shall be deemed to refer to the Permitted Transferee, except that
(a) prior to an IPO, Permitted Transferees shall not be entitled to transfer
any Vested Restricted Shares other than by will or the laws of descent and
distribution or, with the Board’s approval (which may be granted or withheld at
its sole discretion), to a trust solely for the benefit of the Permitted
Transferee, and (b) the consequences of the termination of the Executive’s
employment with the Company under the terms of this Agreement shall continue to
be applied with respect to the Permitted Transferee to the extent specified in
this Agreement.


 


9.                                       Securities
Laws.  The Executive represents,
warrants and covenants as follows:


 


(a)                                  The
Executive is acquiring the Restricted Shares for his own account and not with a
view to, or for sale in connection with, any distribution of the Restricted
Shares in violation of the Securities Act or any rule or regulation under the
Securities Act or in violation of any applicable state securities law.


 


10





















 


(b)                                 The
Executive has had such opportunity as he has deemed adequate to obtain from
representatives of Parent such information as is necessary to permit him to
evaluate the merits and risks of his investment in the Parent.


 


(c)                                  The
Executive has sufficient experience in business, financial and investment
matters to be able to evaluate the risks involved in acquiring of the Restricted
Shares and to make an informed investment decision with respect to such
investment.


 


(d)                                 The
Executive can afford the complete loss of the value of the Restricted Shares
and is able to bear the economic risk of holding such shares for an indefinite
period.


 


(e)                                  The
Executive understands that (i) the Restricted Shares have not been registered
under the Securities Act and are “restricted securities” within the meaning of
Rule 144 under the Securities Act; (ii) the Restricted Shares cannot be sold,
transferred or otherwise disposed of unless they are subsequently registered
under the Securities Act or an exemption from registration is then available;
(iii) in any event, the exemption from registration under Rule 144 will not be
available for at least one (1) year and even then will not be available unless
a public market then exists for such shares, adequate information concerning
Parent is then available to the public, and other terms and conditions of Rule
144 are complied with and (iv) there is now no registration statement on file
with the SEC with respect to the Restricted Shares and, except as set forth in Section 6(b)
hereof or in the Stockholders’ Agreement, there is no commitment on the part of
Parent to make any such filing.


 


(f)                                    In
addition, upon any Restricted Shares becoming Vested Restricted Shares, the
Executive will make or enter into such other written representations, the
warranties and agreements as the Board may reasonably determine are legally
required in order to comply with applicable securities laws.


 


10.                                 Adjustments
for Stock Splits, Stock Dividends, etc.


 


(a)                                  If
from time to time during the term of this Agreement there is any stock
split-up, stock dividend, stock distribution or other reclassification of
Parent’s Class A Common Stock, any and all new, substituted or additional
securities to which the Executive is entitled by reason of his ownership of the
Restricted Shares shall be immediately subject to the terms of this Agreement.


 


(b)                                 If
the Parent’s Class A Common Stock is converted into or exchanged for, or
stockholders of Parent receive by reason of any distribution in total or
partial liquidation, securities of another corporation, or other property
(including cash), pursuant to any merger of Parent or acquisition of its assets,
then the rights of Parent under this Agreement shall inure to the benefit of
Parent’s successor and this Agreement shall apply to the securities or other
property received upon such conversion, exchange or distribution in the same
manner and to the same extent as the Restricted Shares.


 


11





















 


11.                                 Confidentiality
of the Agreement.  The Executive
agrees to keep confidential the terms of this Agreement.  This provision docs not prohibit the Executive
from providing this information on a confidential and privileged basis to the
Executive’s attorneys or accountants for purposes of obtaining legal or tax
advice or as otherwise required by law, regulation or stock exchange rule.


 


12.                                 Severability.
 The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of the
Agreement shall be severable and enforceable to the extent permitted by law.


 


13.                                 Waiver.
 Any right of Parent contained in the
Agreement may be waived in writing by the Board. No waiver of any right
hereunder by any party shall operate as a waiver of any other right, or as a
waiver of the same right with respect to any subsequent occasion for its
exercise, or as a waiver of any right to damages.  No waiver by any party of any breach of this
Agreement shall be held to constitute a
waiver of any other breach or a waiver of the continuation of the same
breach.


 


14.                                 No
Rights to Employment.  Nothing
contained in this Agreement shall be construed as giving the Executive any
right to be retained, in any position, as an employee, consultant or director
of the Company or its affiliates or shall interfere with or restrict in any way
the right of the Company or its affiliates, which are hereby expressly reserved,
to remove, terminate or discharge the Executive at any time for any reason whatsoever.


 


15.                                 Entire
Agreement.  This Agreement contains
the entire agreement and understanding of the parties hereto with respect to
the subject matter contained herein and supersedes all prior communications,
representations and negotiations in respect thereto.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


 


16.                                 Notices.
 Any notice, consent, request or other
communication made or given in accordance with this Agreement shall be in
writing and shall be deemed to have been duly given when actually received or,
if mailed, three days after mailing by registered or certified mail, return
receipt requested, or one business day after mailing by a nationally recognized
express mail delivery service with instructions for next-day delivery, to those
persons listed below at their following respective addresses or at such other
address or person’s attention as each may specify by notice to the others:


 


To Parent:


 


WMG Parent Corp.


75 Rockefeller
Plaza


New York, New York
10019


Attention: General
Counsel


 


12





















 


with a copy to;


 


Paul, Weiss,
Rifkind, Wharton & Garrison LLP


1285 Avenue of the
Americas


New York, New York
10019


Attention: Michael
J. Segal, Esq.


 


To the Executive:


 


The most recent
address for the Executive in the records of Parent or the Company.  The Executive hereby agrees to promptly
provide Parent and the Company with written notice of any change in the
Executive’s address for so long as this Agreement remains in effect.


 


17.                                 Beneficiary.
 The Executive may file with the Board a
written designation of a beneficiary on such form as may be prescribed by the
Board and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Executive, the executor or administrator of the Executive’s estate shall be
deemed to be the Executive’s beneficiary.  The Executive’s beneficiary shall succeed to
the rights and obligations of the Executive hereunder upon the Executive’s
death, except as maybe otherwise described herein.


 


18.                                 Successors.
 The terms of this Agreement shall be
binding upon and inure to the benefit of Parent, its successors and assigns,
and of the Executive and the beneficiaries, executors, administrators, heirs and
successors of the Executive.


 


19.                                 Modifications.
 No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


 


20.                                 Restricted
Stock Award Subject to the Stockholders’ Agreement.  By entering into this Agreement the Executive
agrees and acknowledges that the Executive has received and read the
Stockholders’ Agreement.  The
Stockholders’ Agreement as it may be amended from time to time is hereby
incorporated herein by reference.  In the
event of a conflict between any term or provision contained herein and any
terms or provisions of the Stockholders’ Agreement, the applicable terms and
provisions of the Stockholders’ Agreement will govern and prevail except with
respect to Section 5(b) hereof.  Notwithstanding
the above, Section 4.1 of the Stockholders’ Agreement (“Tag-Along”) shall
not apply to Unvested Restricted Shares.


 


21.                                 GOVERNING
LAW: CONSENT TO JURISDICTION.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.
ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN,
AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN NEW
YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY
SUCH


 


13





















 


COURT IS AN INCONVENIENT
FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.


 


22.                                 JURY
TRIAL WAIVER.  THE PARTIES EXPRESSLY
AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.


 


23.                                 Interpretation.
 The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.  The term “Company” as used
herein with reference to the employment of the Executive or the termination
thereof shall refer to the Company and each member of the “Parent Group” (as
defined in Section 2(b)(iii)(11).


 


24.                                 Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.  The parties hereto confirm that any facsimile
copy of another party’s executed counterpart of this Agreement (or its
signature page thereof) will be deemed to be an executed original thereof.


 


IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.


 


	
   

  	
  WMG PARENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David H. [ILLEGIBLE]

  	
   

  
	
   

  	
  By:

  	
  David H. [ILLEGIBLE]

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Paul-Rene Albertini

  	
   

  
	
   

  	
  PAUL-RENE ALBERTINI

  
				



 


14





















 


Schedule A


 


UK Resident Executive


 


1.                                       Tax indemnity


 


Without prejudice
to Section 3 of the Agreement (“Taxes”) which shall apply in respect of
taxes which are required to be withheld and/or paid in the U.S.A. or other
jurisdictions outside of the UK, the Executive unconditionally and irrevocably
agrees;


 


1.1                                 as
a condition of the Restricted Stock Award being made to the Executive, to enter
into a tax election under section 431(1) of Income Tax (Earnings and
Pensions) Act 2003 (“ITEPA”) to fully dis-apply the provisions of Chapter 2 of
Part 7 of ITEPA in respect of restricted securities in such form as is approved
or agreed with the Inland Revenue under the terms of section 431(5) of
ITEPA (a sample copy of which is attached to the Agreement as Exhibit A); and


 


1.2                                 to
place the Company in funds and to indemnify the Company in respect of any and
all liability to income tax which the Company is liable to account for on
behalf of the Executive directly to any taxation authority (including, but
without limitation, through the UK PAYE system) and any and all liability to
social security which the Company is liable to account for on behalf of the
Executive to any taxation authority (including, but without limitation, primary
class 1 (employee’s) national insurance contributions in the UK) which arises
(or may arise) as a consequence of or in connection with the award, issue or
transfer to the Executive of the Restricted Shares,


 


but,
notwithstanding the forgoing, the Company and the Executive acknowledge that
they both consider that the amount that the Executive is paying for the
Restricted shares pursuant to this Agreement is equal to “IUMV” (as that term
is defined in section 428 ITEPA) and that, therefore, no UK income tax
payable in respect of employment income will become due in connection with the
award, issue or transfer to the Executive of the Restricted Shares whether
under Chapter 2 of Part 7 of ITEPA or otherwise.


 


15





















 


2.                                       Relevance or contract of employment


 


2.1                                The
provisions set out in paragraph 2 of this Schedule are without prejudice
to the terms set out in Section 14 of the Agreement (“No Rights to
Employment”).


 


2.2                                The
award of the Restricted Shares will not form part of the Executive’s entitlement
to remuneration or benefits pursuant to his Employment Contract or any other
contract of employment.  The existence of
a contract of employment between any person and the Company or any member of
the Parent Group does not give such person any right or entitlement to have an
award of shares made to him or any expectation that such an award will or might
be made to him whether subject to any conditions or at all.


 


2.3                                The
rights and obligations of the Executive under the terms of his contract of employment
with the Company or any member of the Parent Group shall not be affected by the
award of Restricted Shares.


 


2.4                                The
rights granted to the Executive upon the award of Restricted Shares shall not afford
the Executive any rights or additional rights to compensation or damages in consequence
of the loss or termination of his office or employment with the Company or any
member of the Parent Group for any reason whatsoever.


 


2.5                                The
Executive shall not be entitled to any compensation or damages for any loss or
potential loss which he may suffer by reason of being or becoming unable to dispose
of the Restricted Shares for Fair Market Value or the Restricted Shares not
vesting in consequence of the loss or termination of his office or employment with
the Company or any member of the Parent Group for any reason (including, without
limitation, any breach of contract by his employer) or in any other circumstances
whatsoever.


 


2.6                                Benefits
received under this Agreement are not pensionable in any circumstances.


 


3.                                       Third party rights


 


3.1                                Subject
to paragraphs 3.2 and 3.3 below, the Company (and any other member of the
Parent Group of which the Executive is an officer or employee or has a liability
to pay income tax or social security in the UK by virtue of the Executive being
an officer or employee of any member of the Parent Group) (the “Third Party”) may rely upon and enforce the terms of
paragraphs 1 and 2 of this schedule against the Executive.


 


3.2                                The
third party rights referred to in paragraph 3.1 may only be enforced by the relevant
third subject to and in accordance with the provisions of the Contracts (Rights
of Third Parties) Act 1999 (the “1999 Act”) and
all other relevant terms of this Agreement.


 


16





















 


3.3                                Notwithstanding
any other provision of this Agreement and unless the Company or the Parent (on
behalf of any other Third Party which is not the Company) agree otherwise in
writing, the Parent and the Executive may not rescind or vary any of the
provisions of this schedule so as to extinguish or alter the Third Party’s
rights under this paragraph 4 without his prior written consent and accordingly
section 2(l)(a) to (c) of the 1999 Act shall not apply with respect to the
Third Party’s rights under paragraph 3.1.


 


3.4                                Except
as provided in this paragraph, a person who is not a party to this Agreement
has no right under the 1999 Act to rely upon or enforce any term of this schedule but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.


 


4.                                       Governing law and jurisdiction


 


4.1                                Without
prejudice to the terms of Section 21 of the Agreement, the terms of this schedule (and
the terms of the Agreement insofar as they relate to the enforcement of any
right or obligation set out in this schedule) shall be governed by and
construed in accordance with the law of England and Wales.


 


4.2                                To
the extent that any party seeks to enforce any right or obligation set out in
this schedule:


 


4.2.1                       each party irrevocably submits
to the exclusive jurisdiction of the courts of England and Wales over any
claim, dispute or matter arising under or in connection the terms of this
schedule;


 


4.2.2                       each party irrevocably waives
any objection which it may have now or later to proceedings being brought in
the courts of England and Wales and any claim that proceedings have been
brought in an inconvenient forum; and


 


4.2.3                       each party further irrevocably
agrees that a judgement in any proceedings brought in the courts of England and
Wales shall be conclusive and binding upon each party and may be enforced in
the courts of any other jurisdiction.


 


17





















 


Annex A


 


Joint
Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2
Income Tax (Earnings and Pensions) Act 2003


 


One Part
Election


 


1.                                      Between


 


	
  the Executive

  	
  [Insert
  name of Executive]

  
	
   

  	
   

  
	
  whose National Insurance Number is

  	
    [insert NINO]

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  the Company (of which the Executive is an officer or an employee)

  	
  [insert name of
  Company

  
	
   

  	
   

  
	
  that

  	
  employs the Executive]

  
	
   

  	
   

  
	
  of Company Registration Number

  	
  [Insert number]

  



 


2.                                      Purpose
of Election


 


This joint election is
made pursuant to section 431(1) or 431(2) Income Tax (Earnings and
Pensions) Act 2003 (ITEPA) and applies where employment-related securities,
which are restricted securities by reason of section 423 ITEPA, are
acquired.


 


The effect of an election
under section 431(1) is that, for the relevant Income Tax and NIC
purposes, the employment-related securities and their market value will be
treated as if they were not restricted securities and that sections 425 to 430
ITEPA do not apply.  An election under section 431(2)
will ignore one or more of the restrictions in computing the charge on
acquisition.  Additional Income Tax will
be payable (with PAYE and NIC where the securities are Readily Convertible
Assets).


 


Should
the value of the securities fall following the acquisition, It is possible that
Income Tax/NIC that would have arisen because of any future chargeable event
(in the absence of an election) would have been less than the Income Tax/NIC
due by reason of this election.  Should
this be the cease, there is no Income Tax/NIC relief available under Part 7 of
ITEPA 2003; nor is it available if the securities acquired are subsequently
transferred, forfeited or revert to the original owner.


 


3.                                      Application


 


This joint election is
made not later than 14 days after the date of acquisition of the securities by the
employee and applies to:


 


	
  Number
  of securities

  	
  [insert number of shares]

  
	
   

  	
   

  
	
  Description
  of securities

  	
  [Class A Common Stock]

  



 


18





















 


	
  Name of issuer of securities

  	
  WMG PARENT CORP., a Delaware Corporation

  
	
   

  	
   

  
	
  Acquired by the Executive on

  	
  [insert
  date]

  



 


4.                                      Extent
of Application


 


This election disapplies
s.431(1) ITEPA: All restrictions attaching to the securities.


 


5.                                      Declaration


 


This election will become
irrevocable upon the later of its signing or the acquisition of
employment-related securities to which this election applies.


 


In signing this joint
election, we agree to be bound by its terms as stated above.


 


 


	
   

  	
   

  	
       /     /          

  	
   

  
	
  Signature (Executive)

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
       /     /          

  	
   

  
	
  Signature (for and on behalf of the Company)

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position in company

  	
   

  
					



 


Note:                   Where the
election is in respect of multiple acquisitions, prior to the date of any
subsequent acquisition of a security it may be revoked by agreement between the
employee and employer in respect of that and any later acquisition.


 


19





















Exhibit 5(c)


 


Additional Terms


 


Notwithstanding
any provisions to the contrary in this Agreement, in the event of the
termination of Executive’s employment, or in the event of a Change in Control,
the Executive shall, in respect of the treatment of Restricted Stock
(including, without limitation, the mechanics, timing, acceleration or
non-acceleration of vesting) be treated no less favourably than any other
executive of Warner Music Group (other than Edgar Bronfman, Jr. and Lyor Cohen)
who has restricted stock agreements would be treated under such agreements, or
under their respective employment agreements, in the event that their
employment is terminated under the same circumstances, or in the event of a
Change in Control.


 


For the avoidance
of doubt, nothing in this letter shall be construed as giving Executive any
entitlement to (a) an increased number of shares of Restricted Stock over and
above that provided for under this Agreement or (b) a reduction to the price
pursuant at which Executive can purchase Restricted Stock to below that price
specified in this Agreement.


 


END OF EXHIBIT


 


20