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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/07/07 Time Warner Inc. 10-Q 9/30/07 13:1.5M Bowne of Atlanta Inc/FA |
Document/Exhibit Description Pages Size 1: 10-Q Time Warner Inc. HTML 926K 2: EX-10.1 EX-10.1 Time Warner Inc. 2006 Stock Incentive Plan HTML 65K 3: EX-10.2 EX-10.2 Time Warner Inc. 2003 Stock Incentive Plan HTML 64K 4: EX-10.3 EX-10.3 Time Warner Inc. 1999 Stock Plan HTML 106K 5: EX-10.4 EX-10.4 Aol Time Warner Inc. 1994 Stock Option HTML 81K Plan 6: EX-10.5 EX-10.5 Time Warner Inc. 1988 Restricted Stock and HTML 51K Restricted Stock Unit Plan for Non-Employee Directors 7: EX-10.6 EX-10.6 Form of Restricted Stock Units Agreement HTML 51K 8: EX-10.7 EX-10.7 Time Warner Inc. Deferred Compensation HTML 75K Plan 9: EX-10.8 EX-10.8 Time Warner Inc. Non-Employee Directors' HTML 29K Deferred Compensation Plan 10: EX-10.9 EX-10.9 Amended and Restated Time Warner Inc. HTML 29K Annual Bonus Plan for Executive Officers 11: EX-31.1 EX-31.1 Section 302 Certification of Peo HTML 15K 12: EX-31.2 EX-31.2 Section 302 Certification of Pfo HTML 15K 13: EX-32 EX-32 Section 906 Certification of Peo & Pfo HTML 12K
EX-10.8 TIME WARNER INC. NON-EMPLOYEE DIRECTORS' |
(a) | “Act” means The Securities Exchange Act of 1934, as amended, or any successor thereto. | ||
(b) | “Affiliate” means any entity that is consolidated with the Company for financial reporting purposes or any other entity designated by the Board in which the Company or an Affiliate has a direct or indirect equity interest of at least twenty percent (20%), measured by reference to vote or value. | ||
(c) | “Annual Deferral Amount” means the portion of a Participant’s Cash Compensation that is to be deferred. | ||
(d) | “Board” means the Board of Directors of the Company. | ||
(e) | “Cash Compensation” means cash compensation earned by a Participant as a director of the Company (including, but not limited to, annual retainer, board meeting fees, committee meeting fees and committee chairman fees). | ||
(f) | “Code” means The Internal Revenue Code of 1986, as amended, or any successor thereto. | ||
(g) | “Company” means Time Warner Inc., formerly named AOL Time Warner Inc., a Delaware corporation. | ||
(h) | “Deferral Election Form” means an election form approved by the Board. | ||
(i) | “Deferred Cash” means a bookkeeping entry credited in accordance with an election made by a Participant pursuant to Section 5. |
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(j) | “Deferred Share Unit” means a bookkeeping entry, equivalent in value to one Share, credited in accordance with an election made by a Participant pursuant to Section 5. | ||
(k) | “Deferred Account” means a bookkeeping account maintained by the Company pursuant to which the Company records amounts deferred by a Participant as Deferred Cash and/or Deferred Share Units. | ||
(l) | “Effective Date” means the date the Board approves the Plan. | ||
(m) | “Eligible Director” means any director of the Company who is not an employee of the Company or any Affiliate during any years of service covered by the election made on a Deferral Election Form. | ||
(n) | “Fair Market Value” means, on a given date, (i) if there should be a public market for the Shares on such date, the average of the high and low prices of the Shares on the New York Stock Exchange, or, if the Shares are not listed or admitted on any national securities exchange, the average of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)(the “NASDAQ”), or, if no sale of Shares shall have been reported on the New York Stock Exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Board in good faith. | ||
(o) | “Participant” means any Eligible Director who elects to participate in the Plan. | ||
(p) | “Plan” means the Time Warner Inc. Non-Employee Directors’ Deferred Compensation Plan. | ||
(q) | “Prime Rate” means, with respect to each annual period ending on any April 30, the prime rate of interest per annum reported by the Wall Street Journal on the May 1 with which such annual period commenced (or if such May 1 is not a business day, the immediately preceding business day). | ||
(r) | “Shares” means shares of common stock of the Company, $.01 par value per share. |
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(a) | Method of Election. In order to make a voluntary election pursuant to the Plan, the Eligible Director must complete a Deferral Election Form, not later than December 31 of the calendar year immediately preceding the calendar year in which the Cash Compensation to be deferred will be earned (or with respect to newly elected Eligible Directors, no later than 30 days after the date on which such Eligible Director commences service as a director of the Company). Notwithstanding the foregoing, no later than 30 days following the Effective Date, each Eligible Director may make a voluntary election to defer Cash Compensation pursuant to the Plan. The Deferral Election Form shall designate (i) the Annual Deferral Amount, (ii) the portion of the Annual Deferral Amount that is to be deferred into (A) Deferred Share Units and/or (B) Deferred Cash and (iii) the timing of payments. Such an election shall only be effective with respect to the Cash Compensation earned after the date of the election. Such election shall remain effective for all future terms of service as an Eligible Director and become irrevocable with respect to each future term of service on December 31 of the calendar year immediately preceding the calendar year in which the Cash Compensation to be deferred will be earned, or on such earlier date as determined by the Board, unless the Participant revokes the election or makes a new election with respect to a subsequent term prior to the date on which the prior deferral election becomes irrevocable. | ||
(b) | Deferred Share Units. If a Participant elects to defer his or her Annual Deferral Amount into Deferred Share Units, such Participant will have Deferred Share Units credited (as of each date on which his or her Cash |
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Compensation would otherwise have been paid) to the Participant’s Deferred Account. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited shall be determined by dividing (i) the amount of Cash Compensation to be deferred into Deferred Share Units by (ii) the Fair Market Value of one Share on the date credited. Deferred Share Units outstanding as of the record date of a dividend on the Shares shall be credited with dividend equivalents when such dividend is paid on the Shares, and such dividend equivalents shall be converted into additional Deferred Share Units based on the Fair Market Value of a Share on the date such dividend is paid. | |||
(c) | Deferred Cash. If a Participant makes a voluntary election to defer his or her Annual Deferral Amount into Deferred Cash, such Participant will have Deferred Cash credited (as of each date on which his or her Cash Compensation would otherwise have been paid) to the Participant’s Deferred Account. The amount of Deferred Cash to be credited shall equal the amount of Cash Compensation to be deferred into Deferred Cash. A Participant’s Deferred Account shall be credited with additional Deferred Cash on April 30 of each calendar year equal to the amount of notional interest earned on the Deferred Cash in the Participant’s Deferred Account. For this purpose, such notional interest shall be earned at the Prime Rate plus two percent (2%). |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/7/07 | 4, 8-K | ||
10/25/07 | ||||
For Period End: | 9/30/07 | 4 | ||
1/1/05 | ||||
List all Filings |