Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Time Warner Inc. HTML 2.50M
2: EX-3.2 EX-3.2 Time Warner by Laws 25 97K
3: EX-4.10 EX-4.10 Eighth Supp. Indenture Dated 12/9/03 7 28K
7: EX-10.10 EX-10.10 Time Warner Inc. 1988 Rst Stk Plan 10 44K
8: EX-10.15 EX-10.15 Amend & Restat. Time Warner Ann. Bonus 5 27K
9: EX-10.19 EX-10.19 Amend. # 3 to Aol Time Warner Comp Plan 2 15K
10: EX-10.20 EX-10.20 Employ. Agree. 12/18/03 Reg. & Parsons 20 95K
11: EX-10.21 EX-10.21 Confidentiality, Non-Competition/Parsons 8 31K
12: EX-10.22 EX-10.22 Employment Agreement Time Warner/Bewkes 19 100K
13: EX-10.23 EX-10.23 Confidentiality, Non Competition/Bewkes 8 30K
14: EX-10.24 EX-10.24 Employ. Agree. 6/13/01 Reg/Kimmitt 22 82K
15: EX-10.25 EX-10.25 Employment Agreement Time Warner/Pace 16 77K
16: EX-10.35 EX-10.35 $2.0 Billion 5 Yr Revolving Credit Facil 146 473K
17: EX-10.36 EX-10.36 $1.0 Billion 364 Day Revolv. Credit Facil 137 443K
18: EX-10.37 EX-10.37 $500 Million 3-Year Credit Facil 133 419K
4: EX-10.7 EX-10.7 Time Warner Inc 1999 Stock Plan 22 93K
5: EX-10.8 EX-10.8 Time Warner Inc. 1999 Int Employees Plan 10 43K
6: EX-10.9 Ex-10-9 Time Warner Inc. 2003 Stock Incen. Plan 13 65K
19: EX-21 EX-21 Subsidiaries of the Company 3 23K
20: EX-23 EX-23 Consent of Independent Auditors 1 11K
21: EX-31.1 EX-31.1 Section 302 Certification of CEO 2± 13K
22: EX-31.2 EX-31.2 Section 302 Certification of CFO 2± 13K
23: EX-32 EX-32 Section 906 Certification of CEO & CFO 1 10K
EX-10.19 — EX-10.19 Amend. # 3 to Aol Time Warner Comp Plan
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EXHIBIT 10.19
AMENDMENT NO. 3
TO THE
AOL TIME WARNER INC.
DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF AUGUST 1, 2001)
1. Effective January 1, 2004, the name of the Plan is changed to the "Time
Warner Inc. Deferred Compensation Plan."
2. The following sentence is added at the end of Section 1.1:
Effective October 16, 2003, AOL Time Warner Inc. was renamed Time
Warner Inc. and effective January 1, 2004 the name of the Plan is
amended to be the Time Warner Inc. Deferred Compensation Plan.
3. The second sentence of Section 1.2 is amended to read as follows:
The Plan also applies to certain account balances attributable to
compensation previously irrevocably deferred under (i) the Time Warner
Deferred Compensation (pre-1999) Plan (the "Pre-1999 Plan"), (ii) the
Time Warner Excess Profit Sharing Plan (the "Excess Profit Sharing
Plan"), (iii) the Warner Bros. Supplemental Executive Retirement Plan
(the "Warner Bros. SERP"), (iv) the employment agreements of certain
senior officers and key personnel of the Company and its Affiliates and
(v) the Time Warner Entertainment Deferred Compensation Plan (the "TWE
Plan"), subject to the terms and conditions for making such transfers
specified in the Pre-1999 Plan, the Excess Profit Sharing Plan, the
Warner Bros. SERP, each of such employment agreements and the TWE Plan.
4. Section 2.9 of the Plan is amended to read as follows:
2.9 COMPANY: Time Warner Inc. or any successor thereto. (Effective
October 16, 2003, AOL Time Warner Inc. was renamed Time Warner Inc.)
5. Section 2.22 of the Plan is amended to read as follows:
2.22 PLAN: This Plan, the Time Warner Inc. Deferred Compensation
Plan, as set forth herein and as it may be amended from time to time
(previously named the AOL Time Warner Inc. Deferred Compensation Plan
and prior to January 11, 2001, the Time Warner Inc. Deferred
Compensation Plan).
6. The following new subsection (d) is added to Section 3.6:
(d) Effective as of April 1, 2003, the Deferred Compensation Accounts
of those Participants and Inactive Participants in the TWE Plan who had
been employed in the former Filmed Entertainment and Home Box Office
divisions of TWE have been transferred to the Plan.
7. The following new subsection (e) is added to Section 3.6:
(e) Transfers from the Plan were made effective as of October 24, 2003,
in accordance with Section 10.3(b) of the Plan, with respect to the
account balances of Participants who were transferred pursuant to the
Stock Purchase Agreement between AOL Time Warner Inc. and Cinram
International Inc. dated as of July 18, 2003.
8. Section 5.12 is amended to read as follows:
5.12 TRANSFERS FROM THE PRE-1999 PLAN, THE EXCESS PROFIT SHARING PLAN,
THE WARNER BROS. SERP, CERTAIN EMPLOYMENT AGREEMENTS AND THE TWE PLAN.
All balances transferred from the Pre-1999 Plan, the Excess Profit
Sharing Plan, the Warner Bros. SERP, the employment agreements
specified in Section 3.6(b) and the TWE Plan shall be subject to the
provisions of this Article V as part of a Participant's or Inactive
Participant's Deferred Compensation Account. A participant whose Warner
Bros. SERP account balance has been transferred to the Plan may not
elect an in-service payment date with respect to such account balance
prior to April 1, 2004.
9. References in the Plan to "AOL Time Warner Inc. Long Term Disability
Plan" are amended to read "Time Warner Long Term Disability Plan."
10. References in the Plan to "AOL Time Warner Inc. Stock Fund" are amended
to read "Time Warner Inc. Stock Fund."
11. References in the Plan to "AOL Time Warner Defined Contribution Plans
Master Trust" are amended to read "Time Warner Defined Contribution Plans Master
Trust."
12. Items 3, 6 and 8 are effective as of April 1, 2003; Item 7 is effective
as of October 24, 2003; all other items are effective January 1, 2004, unless
other indicated.
Dates Referenced Herein and Documents Incorporated by Reference
8 Subsequent Filings that Reference this Filing
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