Attorney Fee Payment Agreement for John Stankey

1. Attorney Fee Payments by the Company.  The Company shall pay reasonable attorneys' fees and expenses incurred by Employee in connection with any claim, assessment, action, suit, proceeding or investigation, whether civil, administrative or investigative, arising out of any income tax assessed by any State other than the State of Texas or any locality outside of the State of Texas as a result of Business-Related Travel following the date of this Agreement, and the Company shall also advance such expenses related thereto as incurred by Employee to the fullest extent permitted under applicable law; provided, that Employee shall not be entitled to any payment to the extent arising out of Employee's willful misconduct or fraud (notwithstanding any review and approval of the Employee's Income Tax Returns by the Company pursuant to Paragraph 3).  The Company shall not be liable to Employee or any tax authority for any taxes, penalties, or interest assessed by any tax authority or other governmental entity against Employee.

   2. Notice and Proceedings.  If Employee wishes to claim a payment under the provisions of Paragraph 1 of this Agreement, upon learning of any such claim, assessment, action, suit, proceeding or investigation by any governmental entity (a "Third-Party Claim"), Employee shall promptly notify the Company thereof, but the failure to so notify shall not relieve the Company of any liability it may have to Employee, except to the extent such failure materially prejudices the Company.  In the event of any such Third-Party Claim, (i) the Company shall have the right to assume the defense thereof and the Company shall not be liable to Employee for any attorneys' fees or expenses of other counsel or any other expenses subsequently incurred by Employee in connection with the defense thereof, except that if the Company elects not to assume such defense or fails to make the payments contemplated by this Agreement, Employee may retain counsel satisfactory to the Company, and the Company shall pay all reasonable attorney's fees and expenses of such counsel promptly following receipt of a statement therefor; provided, however, that the Company shall be obligated pursuant to this Paragraph 2 to pay for only one firm of counsel

3. Income Tax Returns.  Employee shall be responsible for the preparation of and prepare (or cause to be prepared) all state and local income tax returns, reports or similar filings required to be filed with respect to Employee's income taxes (each such return, report or similar filing, an "Income Tax Return").  Employee shall use his best efforts to deliver (or cause to be delivered) the State Income Tax Returns to the Company for its review and approval not later than fifteen (15) days prior to the due date of such State Income Tax Returns, as the due date for such return may be varied by lawful extension.  Employee shall incorporate any reasonable changes requested by the Company at least three (3) days prior to the anticipated filing date of the State Income Tax Returns.  Employee shall cause all Income Tax Returns to be filed on a timely basis (taking into account any lawful extension of time within which to file as Employee may reasonably require) and shall be fully responsible for tax, penalties and interest charges assessed by any tax authority or other governmental entity.

4. Term.  This Agreement shall terminate with respect to periods following such time as (i) Employee is no longer principally responsible for Warner Media or its successor entities or operations, (ii) Employee no longer maintains his primary residence in the State of Texas, (iii) Employee's actions or omissions with respect to the preparation of the Income Tax Returns constitute willful misconduct or fraud, or (iv) Employee's employment with the Company is terminated; provided, that, in the case of termination pursuant to clause (iii) above, the provisions of this Agreement shall immediately terminate and this Agreement shall be of no further force and effect, except that Employee shall continue to have liability for any prior breach hereof.  For the avoidance of doubt, the obligations of the parties pursuant to this Agreement will continue following the occurrence of any of the events specified in clauses (i), (ii) or (iv) of the preceding sentence with respect to periods preceding such event.

5. Rights Cumulative.  The rights and remedies provided herein are cumulative, and the exercise of any right or remedy, whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive the right to exercise any or all other rights and remedies.

    6. Successors and Assigns.  This Agreement may not be assigned by Employee; provided, however, that Employee's rights to payments hereunder shall, upon his death, inure to the benefit of Employee's personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.  This Agreement shall inure to the benefit of and may be assigned by the Company to the successors and assigns of the Company.

7. No Oral Modification or Waiver.  No provision of this Agreement may be modified, waived, or discharged unless agreed to in writing by both parties hereto.  Except as otherwise expressly provided in this Agreement, the failure of a party to insist upon strict adherence to any term, condition or other provision of this Agreement shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term, condition or other provision of this Agreement.

8. Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws provisions.

9. Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

10. Counterparts.  This Agreement may be executed in two or more counterparts (and by facsimile or delivery of a pdf. signature page hereto), each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

11. Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.