Form of Excess Benefit Pension Plan



 Exhibit 10.23 

Time Inc. 

EXCESS BENEFIT PENSION PLAN 

(Originally Effective January 1, 1976 and 

Restated Herein as of January 1, 2014) 







 Time Inc. 

Excess Benefit Pension Plan 

TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
		
	 ARTICLE I. ESTABLISHMENT AND PURPOSE
	  	 	1	  
			
	 1.1
	 	 Establishment of Plan
	  	 	1	  
	 1.2
	 	 Plan History
	  	 	1	  
	 1.3
	 	 Purpose of Plan
	  	 	1	  
		
	 ARTICLE II. DEFINITIONS
	  	 	1	  
			
	 2.1
	 	 Affiliate
	  	 	1	  
	 2.2
	 	 Beneficiary
	  	 	1	  
	 2.3
	 	 Benefits Officer
	  	 	1	  
	 2.4
	 	 Claims Administrator
	  	 	1	  
	 2.5
	 	 Code
	  	 	1	  
	 2.6
	 	 Committee
	  	 	2	  
	 2.7
	 	 Company
	  	 	2	  
	 2.8
	 	 Compensation Limit
	  	 	2	  
	 2.9
	 	 Employee
	  	 	2	  
	 2.10
	 	 Employing Company
	  	 	2	  
	 2.11
	 	 ERISA
	  	 	2	  
	 2.12
	 	 Participant
	  	 	2	  
	 2.13
	 	 Pension Plan
	  	 	2	  
	 2.14
	 	 Plan
	  	 	2	  
	 2.15
	 	 Separation Date
	  	 	2	  
	 2.16
	 	 Separation From Service
	  	 	2	  
	 2.17
	 	 Time Warner Benefits Officer
	  	 	2	  
		
	 ARTICLE III. ELIGIBILITY AND PARTICIPATION
	  	 	2	  
			
	 3.1
	 	 Eligibility
	  	 	2	  
	 3.2
	 	 Participation
	  	 	2	  
		
	 ARTICLE IV. BENEFITS
	  	 	3	  
			
	 4.1
	 	 Amount of Benefit
	  	 	3	  
	 4.2
	 	 Applicability of Pension Plan Rules
	  	 	3	  
		
	 ARTICLE V. PAYMENT OF BENEFITS
	  	 	4	  
			
	 5.1
	 	 Payment of Benefits
	  	 	4	  
	 5.2
	 	 No Suspended Benefits
	  	 	4	  
	 5.3
	 	 Payment on Account of Death
	  	 	4	  


  
 i 









							
		
	 ARTICLE VI. ADMINISTRATION AND FIDUCIARY DUTIES
	  	 	5	  
			
	 6.1
	 	 The Committee
	  	 	5	  
	 6.2
	 	 Benefits Officer
	  	 	5	  
	 6.3
	 	 Indemnification
	  	 	5	  
	 6.4
	 	 Expenses of Administration
	  	 	5	  
	 6.5
	 	 Allocation of Benefit Payment Expenses
	  	 	5	  
	 6.6
	 	 Reliance on Information
	  	 	6	  
	 6.7
	 	 No Liability for Acts of Others
	  	 	6	  
		
	 ARTICLE VII. CLAIMS PROCEDURE
	  	 	6	  
			
	 7.1
	 	 Participant or Beneficiary Request for Claim
	  	 	6	  
	 7.2
	 	 Insufficiency of Information
	  	 	6	  
	 7.3
	 	 Request Notification
	  	 	6	  
	 7.4
	 	 Extensions
	  	 	6	  
	 7.5
	 	 Claim Review
	  	 	6	  
	 7.6
	 	 Time Limitation on Review
	  	 	6	  
	 7.7
	 	 Special Circumstances
	  	 	6	  
	 7.8
	 	 Legal Actions
	  	 	7	  
		
	 ARTICLE VIII. AMENDMENT AND TERMINATION
	  	 	7	  
			
	 8.1
	 	 Amendments
	  	 	7	  
	 8.2
	 	 Termination or Suspension
	  	 	7	  
	 8.3
	 	 Participants’ Rights to Payment
	  	 	7	  
		
	 ARTICLE IX. PARTICIPATING COMPANIES
	  	 	8	  
		
	 ARTICLE X. GENERAL PROVISIONS
	  	 	8	  
			
	 10.1
	 	 Participants’ and Beneficiaries’ Rights Unsecured
	  	 	8	  
	 10.2
	 	 Non-Assignability
	  	 	8	  
	 10.3
	 	 Affiliate Ceasing to be Such
	  	 	8	  
	 10.4
	 	 No Rights Against the Company
	  	 	8	  
	 10.5
	 	 Withholding
	  	 	8	  
	 10.6
	 	 No Guarantee of Tax Consequences
	  	 	8	  
	 10.7
	 	 Severability
	  	 	9	  
	 10.8
	 	 Governing Law; Interpretation
	  	 	9	  
	 10.9
	 	 Compliance with Section 409A of the Code
	  	 	9	  


  
 ii 








 TIME INC. 

EXCESS BENEFIT PENSION PLAN 

(Amended and Restated as of the Separation Date) 

ARTICLE I 
 ESTABLISHMENT
OF THE PLAN 
 1.1. Establishment of Plan. The Company hereby adopts this Plan, which shall be known as the Time Inc. Excess
Benefit Pension Plan. 
 1.2. Plan History. The Plan was previously incorporated as part of the Time Warner Excess Benefit Pension
Plan which was originally adopted on January 1, 1976 and has been amended and restated from time to time, including by this amendment and restatement as the Time Inc. Excess Benefit Pension Plan. Effective after June 30, 2010, the Time
Warner Pension Plan was closed to new participation and benefit service was frozen so that a Participant could not accrue additional benefits due to additional service. Consequently, individuals who were not participants in the Time Warner Pension
Plan after June 30, 2010 could not become Participants in the Time Warner Excess Benefit Pension Plan. Effective after December 31, 2013, the Time Warner Pension Plan and the Time Warner Excess Benefit Pension Plan each were amended to
freeze “average annual compensation” so that the benefit under the applicable plan could not grow due to any future pay increases after that date. Accordingly, this Plan is a “frozen” plan under which there can be no benefit
accruals and no new Participants. 
 1.3. Purpose of Plan. The purpose of the Plan is to provide for the payment of Participant
benefits that accrued originally under the Time Warner Excess Benefit Pension Plan. Prior to this restatement, the purpose of the Plan was to (a) provide Participants with benefits in excess of those benefits which may be provided under an
Employing Company’s tax-qualified defined benefit pension plan, due to limitations on benefits imposed by Section 415 of the Code, and (b) provide Participants with certain benefits based on a compensation level which is not limited
by the compensation amount set forth in Section 401(a)(17) of the Code as such section was amended, effective January 1, 1994, by the Omnibus Budget Reconciliation Act of 1993. 

ARTICLE II 
 DEFINITIONS

 Whenever used in the Plan, the following terms shall have the respective meanings set forth below unless otherwise expressly provided, and when the
defined meaning is intended, the term is capitalized. 
 2.1. “Affiliate” means an Employing Company and any entity
affiliated with the Employing Company within the meaning of Code Section 414(b) with respect to controlled groups of corporations, Section 414(c) with respect to trades or businesses under common control with the Employing Company, and
Section 414(m) with respect to affiliated service groups, and any other entity required to be aggregated with an Employing Company pursuant to regulations under Section 414(o) of the Code. 

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

 2.3. “Benefits Officer” means the Benefits Officer as provided for in Section 6.2 herein. 

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

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







 2.6. “Committee” means the committee appointed by the Company as provided in
Section 6.1 herein. 
 2.7. “Company” means Time Inc. or any successor thereto. 

2.8. “Compensation Limit” means the compensation limit of Section 401(a)(17) of the Code, as adjusted under
Section 401(a)(17)(B) of the Code for increases in the cost of living. 
 2.9. “Employee” means “Employee”
as defined in the Pension Plan. 
 2.10. “Employing Company” means the Company and each subsidiary of the Company that has
been authorized by the Benefits Officer to participate in the Plan and has adopted the Plan. 
 2.11. “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended. 
 2.12. “Participant” shall have the meaning set forth in
Section 3.2. 
 2.13. “Pension Plan” means a qualified defined benefit pension plan that, prior to the Separation Date, was
maintained by Time Warner Inc. or an affiliate of Time Warner Inc. and in which any Employing Company participated in and that has been designated as a Pension Plan by the Time Warner Inc. or the Time Warner Benefits Officer. 

2.14. “Plan” means this plan, the Time Inc. Excess Benefit Pension Plan, as set forth herein and as it may be amended from
time to time. 
 2.15. “Separation Date” means the effective date of the separation of the Company from Time Warner
Inc.’s controlled group. 
 2.16. “Separation From Service” means termination of employment with the Company or an
Affiliate that also constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of the Code; provided, however, that for purposes for determining the controlled group of entities comprising the Participant’s employer
under Treas. Reg. Section 1.409A-1(h)(3), the determination shall be made pursuant to the test for controlled groups under Sections 414(b) and (c) of the Code, using a common control ownership threshold of “at least 80%”
ownership, rather than “at least 50%” ownership. 
 2.17. “Time Warner Benefits Officer” means the Benefits
Officer of the Time Warner Excess Benefit Pension Plan. 
 ARTICLE III 

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

3.2. Participation. A Participant is an individual who: 

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

(b) Either: 

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

  
 2 








 (2) Is a former Employee of an Employing Company who was receiving salary
continuation payments under a severance plan or arrangement of the Company because of a Separation from Service that occurred on or after December 31, 2013. 

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

ARTICLE IV 
 BENEFITS

 4.1. Amount of Benefit. 

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

(2) The amount of benefit actually payable (or, with respect to a Participant who is receiving minimum distributions under the
Pension Plan required under Section 401(a)(9) of the Code, the amount of benefit payable without regard to any adjustment for offsets allowed under the minimum distributions rules of Section 401(a)(9) of the Code) to, or with respect to,
such Participant or Beneficiary under the Pension Plan. 
 (b) In determining the annual benefit under the Pension Plan for
purposes of Section 4.1(a) of the Plan: (i) compensation in excess of the Compensation Limit shall be counted, up to a maximum compensation of $250,000 for 1994; (ii) for calendar years after 1994, such $250,000 maximum compensation
shall be increased by 5% annually for each year, but shall in no event exceed $350,000; and (iii) regular annual bonuses deferred under the Time Warner Inc. Deferred Compensation Plan or pursuant to an individual employment agreement with Time
Warner Inc. or an affiliate of Time Warner Inc. shall be included to the extent such bonuses would have been included in compensation under the Pension Plan, were it not for the Compensation Limit applicable to the Pension Plan and the fact that
such bonuses were deferred, but assuming that the maximum compensation in effect for the Pension Plan had been as specified in (b)(i) and (ii). 

(c) In addition, in determining the annual benefit under the Pension Plan for purposes of Section 4.1(a) of the Plan, any
Regular Death Benefits provided under a Pension Plan shall be disregarded. 
 (d) The amount of each Participant’s
benefit as of the Separation Date is set forth on Appendix A. 
 4.2. Applicability of Pension Plan Rules. The
interpretation of any rules regarding eligibility, participation and vesting under this Plan shall be interpreted consistently with the interpretation of any such rules regarding eligibility, participation and vesting of the Pension Plan with
respect to which the benefit hereunder is applicable shall also apply to this Plan, except for any Pension Plan amendments, interpretations or rules that become effective on or after the Separation Date. 

  
 3 








 ARTICLE V 

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

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

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

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

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

5.3. Payment on Account of Death. If a Participant dies with an accrued benefit under the Plan after the date of the
Participant’s Separation From Service, 100% of the payments described under Section 4.1 shall be made to his or her Beneficiary and shall be paid to the Participant’s Beneficiary in the form of a single lump sum payment on the first
day of the month following a period of six (6) full calendar months following the Participant’s death; provided, however, that if the Participant had already commenced receiving benefits in the form of 120 equal monthly installments, the
balance of the accrued benefit shall be paid to the Participant’s Beneficiary in the form of a single lump sum payment on the first day of the month following the Participant’s death (or within 30 days thereafter). If a Participant dies on
or prior to the date of his or her Separation From Service, then (in lieu of any amounts otherwise payable under Section 4.1) the Participant’s Beneficiary shall receive a benefit in the form of a single lump sum equal to 100% of the lump
sum payment that the Participant would have been entitled to receive under Section 5.1 if the Participant had a Separation From Service (other than due to death) on the date of the Participant’s death; provided, however, that if the
Participant is married on the date of the Participant’s death, then such death benefit shall be no less than the actuarial equivalent of a 50% joint and survivor annuity payable to the Beneficiary immediately and payable in accordance with
Section 5.1. 
 ARTICLE VI 

ADMINISTRATION AND FIDUCIARY DUTIES 

6.1. The Committee. 

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

  
 4 








 (b) Quorum and Actions of Administrative Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by instrument in writing signed
by all its members. Members of the Committee may participate in a meeting of such Committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such
participation in a meeting shall constitute presence in person at the meeting. 
 (c) Responsibilities. The Committee shall be the
administrator of the Plan and shall have all powers necessary to administer the Plan except to the extent that any such powers are vested in any other individual or committee are duly authorized under the Plan. The Committee may from time to time
establish rules for the administration of the Plan. The Committee shall have exclusive authority and sole and absolute discretion to interpret the Plan, to determine eligibility for benefits and the amount of benefit payments and to make any factual
determinations, resolve factual disputes and decide all matters arising in connection with the interpretation, administration and operation of the Plan or with the determination of eligibility for benefits or the amount of benefit payments. All its
rules, interpretations and decisions shall be conclusive and binding on the Company and on Participants and their Beneficiaries to the extent permitted by law. 

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

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

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

(b) Delegation of Duties. The Benefits Officer may authorize others to execute or deliver any instrument or to make any payment in his
or her behalf and may delegate any of his or her powers or duties to others as he or she shall determine. The Benefits Officer may retain such counsel, agents and clerical, medical, accounting and actuarial services as they may require in carrying
out his or her functions. 
 6.3. Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each
director, officer or employee of the Company or any Employing Company (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee and the Benefits Officer against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal,
administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving any employee benefit plans of the Company or any Employing Company in any capacity at the request of
such company. 
 6.4. Expenses of Administration. Any expense incurred by the Company, the Committee or the Benefits Officer relative
to the administration of the Plan shall be paid by the Company and any of the Employing Companies in such proportions as the Company may direct. 

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

  
 5 








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

6.7. No Liability for Acts of Others. Neither the Committee nor Benefits Officer nor any member of the Board or the board of directors
(or governing body) of an Affiliate and no employee of the Company or any Affiliate shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with
the administration of the Plan have been delegated or for anything done or omitted to be done in connection with the Plan. 
 ARTICLE VII

 CLAIMS PROCEDURE 

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

7.2. Insufficiency of Information. In the event a request for a benefit that is not otherwise paid contains insufficient information
otherwise required by the Plan, the Claims Administrator shall, within a reasonable period after receipt of such request, send a written notification to the claimant setting forth a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material is necessary. The claimant’s request shall be deemed filed with the Claims Administrator on the date the Claims Administrator or Committee receives in writing such
additional information. 
 7.3. Request Notification. The Claims Administrator shall make a determination with respect to a request
for benefits that was previously denied within ninety (90) days after such request is filed (or within such extended period prescribed below). The Claims Administrator shall notify the claimant whether his or her claim has been granted or
whether it has been denied in whole or in part. Such notification shall be in writing and shall be delivered, by mail or otherwise, to the claimant within the time period described above. If the claim is denied in whole or in part, the written
notification shall set forth, in a manner calculated to be understood by the claimant: 
  

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

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

7.5. Claim Review. A claimant whose request for benefits has been denied by the Claims Administrator in whole or in part, or his or her
duly authorized representative, may, within sixty (60) days after written notification of such denial, file with a reviewer appointed for such purpose by the Committee (or, if none has been appointed, with the Committee itself), with a copy to
the Committee, a written request for a review of his or her claim. Such written request shall be deemed filed upon receipt of same by the reviewer. 

7.6. Time Limitation on Review. A claimant who timely files a request for review of his or her claim for benefits, or his or her duly
authorized representative, may review 

  
 6 








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

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

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

AMENDMENT AND TERMINATION 

8.1. Amendments. The Company (by action of the Board) or the Benefits Officer (for the Company and the other Employing Companies) may
at any time amend the Plan. 
 8.2. Termination or Suspension. The continuance of the Plan is not assumed as a contractual obligation
of the Company or any other Employing Company. The Company reserves the right (for itself and the other Employing Companies) by action of its board of directors or the Benefits Officer to terminate or suspend the Plan, or to terminate or suspend the
Plan with respect to itself or an Employing Company to the extent such termination is permitted under Section 409A of the Code. Any Employing Company may terminate or suspend the Plan with respect to itself by executing and delivering to the
Company or the Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or desirable. 
 8.3.
Participants’ Rights to Payment. No termination of the Plan or any amendment thereto shall deprive a Participant or Beneficiary of the right to an aggregate benefit from the Plan and the Pension Plan which is being paid in accordance
with the terms of the Plan and the Pension Plan as of the date of such termination or amendment or any aggregate amount which would have been payable to such Participant or Beneficiary under the Plan and the Pension Plan if immediately prior to the
adoption of such amendment or termination the person had terminated employment and was entitled to receive benefits under the Pension Plan; provided, however, that in the event of termination of the Plan, or termination of the Plan with respect to
the Company or one or more other Employing Companies, the Benefits Officer may accelerate the payment on a uniform basis for all Participants or, in the case of termination of the Plan with respect to one or more Employing Companies, for all
Participants of the Company or such other Employing Companies only. 

  
 7 








 ARTICLE IX 

PARTICIPATING COMPANIES 

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

GENERAL PROVISIONS 
 10.1.
Participants’ and Beneficiaries’ Rights Unsecured. The right of any Participant or Beneficiary to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets only of the Employing
Company that employs or employed the Participant. The benefits under this Plan are not guaranteed by the Pension Benefit Guaranty Corporation, Time Warner Inc., the Company or any other Employing Company. No Employing Company shall be liable for the
payment of benefits accrued by another Employing Company except where employment is transferred between Employing Companies and such assumption of liability is expressly assumed. The Company does not guarantee and is not liable for payments of
benefits to any Participant or Beneficiary under this Plan. 
 10.2. Non-Assignability. The right of any person to receive any
benefit payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, lien or charge, and any such benefit shall not, except to such extent as may be required by law, in any
manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person who shall be entitled to such benefits, nor shall it be subject to attachment or legal process for or against such person. 

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

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

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

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

  
 8 








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

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

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

  
 9