Time Warner Inc. Notice of Grant of Performance Stock Units to Jeffrey Bewkes (2008)

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Summary

Time Warner Inc. grants Jeffrey Bewkes 250,000 performance stock units (PSUs) under its 2006 Stock Incentive Plan. The PSUs may vest on February 15, 2013, with the actual number vested (0% to 200% of the target) based on the company's shareholder return performance from 2008 to 2012. Vesting depends on how the company ranks compared to peers over three-, four-, and five-year periods. The agreement also outlines conditions for forfeiture or accelerated vesting, as detailed in the full plan and agreement documents.

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EX-10.1 2 g12937exv10w1.htm EX-10.1 FORM OF NOTICE OF GRANT OF PERFORMANCE STOCK UNITS EX-10.1 FOR/NOTICE OF GRANT OF PERFORMANCE STOCK  

Exhibit 10.1
Final January 2008
Bewkes Upfront PSU Grant
Time Warner Inc.
Notice of Grant of Performance Stock Units
TIME WARNER INC. (the “Company”), pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”), hereby grants to the undersigned Participant the following performance stock units (the “PSUs”), subject to the terms and conditions of this Notice of Grant of Performance Stock Units, the Performance Stock Units Agreement and the Plan. Each PSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. The Plan and the Performance Stock Units Agreement, both of which are incorporated into and made a part of this Notice, can be accessed and printed through the HR Website (http://infocenter.twi.com).
1.   Name: Jeffrey Bewkes
ID: _______________
 
2.   Date of Grant: January 1, 2008
 
3.   Target Number of PSUs Granted: 250,000
 
4.   Performance Period: January 1, 2008 through December 31, 2012.
 
5.   The Vesting Date for PSUs shall be February 15, 2013. As of the Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs shall vest based on the Company’s highest Total Shareholder Return (“TSR”) achieved for the three-year, four-year and five-year periods within the Performance Period beginning on January 1, 2008 and ending on December 31, 2010, December 31, 2011 and December 31, 2012, respectively (each, a “Sub-Performance Period”), as indicated below (and as further provided under the Performance Stock Units Agreement):
                 
    Highest Company TSR Percentile for any   Percentage of
    Sub-Performance Period Within   Target PSUs
Performance Level   the Performance Period   That Vest
Maximum
   The Company is ranked at the 100th percentile     200 %
Target
   The Company is ranked at the 50th percentile     100 %
Threshold
   The Company is ranked at the 25th percentile     50 %
Below Threshold
   The Company is ranked below the 25th percentile     0 %
    The percentage of Target PSUs that vest if the Company’s highest TSR Percentile achieved for any Sub-Performance Period within the Performance Period is between the “Threshold” and “Target” or between the “Target” and “Maximum” Performance Levels shall be determined by linear interpolation. Notwithstanding the forgoing, the PSUs are subject to earlier forfeiture in certain circumstances, including certain types of termination of Employment, and/or accelerated issuance or transfer of the underlying Shares, in each case, as provided in the Performance Stock Units Agreement and the Plan.

 

 

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     IN WITNESS WHEREOF, the Company has caused this Notice to be signed by its duly authorized officer or agent the ___ day of                     , 2008.
         
  TIME WARNER INC.
 		  
  By:      
 
         
Accepted and Agreed to:
 		    
Holder:        
 
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