Common use of General Treatment of Outstanding TWX Equity Compensation Awards Clause in Contracts

General Treatment of Outstanding TWX Equity Compensation Awards. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, at the time of the Distribution, each outstanding option to purchase TWX Common Stock (each a “TWX Option”) and each restricted stock unit payable in shares of TWX Common Stock or the value of which is determined by reference to the value of shares of TWX Common Stock (each a “TWX RSU”), in each case, that was granted under or pursuant to any equity compensation plan of TWX (each such TWX Option or TWX RSU, a “TWX Equity Compensation Award”), and that, at the time of the Distribution, is held by any Time Employee, Salary Continuation Former Employee or Former Time Employee, shall be treated as provided in the equity compensation plan under which such TWX Equity Compensation Award was granted, the award agreement governing such TWX Equity Compensation Award and any employment agreement to which such Time Employee, Salary Continuation Former Employee or Former Time Employee is a party, as in effect at the time of the Distribution, and any such TWX Equity Compensation Award that is not forfeited by its holder as a result of the Distribution shall be adjusted to reflect the Distribution in the same manner, if any, as similar TWX Equity Compensation Awards held by Employees of the TWX Group immediately prior to the Distribution are adjusted, as determined by TWX in accordance with the equity compensation plan of TWX under which such TWX Equity Compensation Award was granted; provided, however, that TWX may amend any such TWX Equity Compensation Award in any manner that TWX determines is necessary in order to avoid additional Taxes and penalties under Section 409A of the Code. TWX hereby acknowledges that, except as provided in Section 15.02, each Time Employee (but no Salary Continuation Former Employee or Former Time Employee) who, as of the Distribution, meets the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held by such Time Employee at the time of the Distribution, as determined under the applicable equity compensation plan or award agreement, will, in connection with the Distribution, receive the benefit of any provisions of such equity compensation plan or award agreement that provide for accelerated vesting of such TWX Equity Compensation Award or an extended time period to exercise any such TWX Equity Compensation Award that is a vested TWX Option in connection with a termination of employment due to retirement. As soon as practicable following the payment by TWX of a cash dividend with respect to TWX Common Stock that is paid on or after the Distribution, Time shall pay each Time Employee, Salary Continuation Former Employee and Former Time Employee holding an outstanding TWX RSU any TWX Dividend Equivalents payable pursuant to such TWX RSU (less any Taxes that are required to be withheld) and TWX shall not be obligated to pay such Time Employee, Salary Continuation Former Employee or Former Time Employee such TWX Dividend Equivalent, but shall be obligated to reimburse the Time Group for such TWX Dividend Equivalent in accordance with Section 18.02.

General Treatment of Outstanding TWX Equity Compensation Awards. Notwithstanding Section 2.05 or any other provision of this Agreement or the Separation Agreement to the contrary, at on and following the time of the DistributionDistribution Date, each outstanding option to purchase TWX Common Stock (each a “TWX Option”) and each performance stock unit (“TWX PSU”) and restricted stock unit (“TWX RSU”) payable in shares of TWX Common Stock or the value of which is determined by reference to the value of shares of TWX Common Stock (each a “TWX RSU”)Stock, in each case, case that was granted under or pursuant to any equity compensation plan of TWX (each such TWX Option Option, TWX PSU or TWX RSU, a “TWX Equity Compensation Award”), and that, at on the time of the DistributionDistribution Date, is held by any Time Employee, Salary Continuation Former Employee or Former Time AOL Employee, shall be treated as provided in the equity compensation plan under which such TWX Equity Compensation Award was granted, the award agreement governing such TWX Equity Compensation Award and any employment agreement to which such Time Employee, Salary Continuation Former Employee or Former Time AOL Employee is a party, as in effect at on the time of the DistributionDistribution Date; provided, and however, that, except as set forth in Section 12.02 below, any such TWX Equity Compensation Award that is not forfeited by its holder as a result of the Distribution shall be adjusted to reflect the Distribution in the same manner, if any, as similar TWX Equity Compensation Awards held by Employees employees of the TWX Group immediately prior to the Distribution (other than TWX Transferred Employees) are adjusted, as determined by TWX in accordance with the equity compensation plan sole discretion of TWX under which such TWX Equity Compensation Award was grantedTWX; providedprovided further, however, that TWX may amend any such TWX Equity Compensation Award in any manner that TWX determines is necessary in order to avoid additional Taxes and penalties under Section 409A of the Code. TWX hereby acknowledges that, except as provided in Section 15.02, that each Time Post-Separation AOL Employee (but no Salary Continuation Former Employee or Former Time Employee) who, as of the DistributionDistribution Date, meets the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held by such Time Post-Separation AOL Employee at the time as of the DistributionDistribution Date, as determined under the applicable equity compensation plan or award agreement, will, in connection with the Distribution, receive the benefit of any provisions of such equity compensation plan or award agreement that provide for accelerated vesting of such TWX Equity Compensation Award or an extended time period to exercise any such TWX Equity Compensation Award that is a vested TWX Option in connection with a termination of employment due to retirement. As soon as practicable following the payment by TWX of a cash dividend with respect to TWX Common Stock that is paid on or after the Distribution, Time AOL shall pay each Time Employee, Salary Continuation Former AOL Employee and Former Time Employee holding with an outstanding TWX RSU any TWX Dividend Equivalents payable pursuant to such TWX RSU award (less any Taxes that are required to be withheld) ), and TWX shall not be obligated to pay such Time Employee, Salary Continuation Former Employee or Former Time AOL Employee such TWX Dividend Equivalent, but shall be obligated to reimburse the Time Group for such TWX Dividend Equivalent in accordance with Section 18.02.

General Treatment of Outstanding TWX Equity Compensation Awards. Notwithstanding Section 2.05 or any other provision of this Agreement or the Separation Agreement to the contrary, at on and following the time of the DistributionDistribution Date, each outstanding option to purchase TWX Common Stock (each a “TWX Option”) and each performance stock unit (“TWX PSU”) and restricted stock unit (“TWX RSU”) payable in shares of TWX Common Stock or the value of which is determined by reference to the value of shares of TWX Common Stock (each a “TWX RSU”)Stock, in each case, case that was granted under or pursuant to any equity compensation plan of TWX (each such TWX Option Option, TWX PSU or TWX RSU, a “TWX Equity Compensation Award”), and that, at on the time of the DistributionDistribution Date, is held by any Time Employee, Salary Continuation Former Employee or Former Time AOL Employee, shall be treated as provided in the equity compensation plan under which such TWX Equity Compensation Award was granted, the award agreement governing such TWX Equity Compensation Award and any employment agreement to which such Time Employee, Salary Continuation Former Employee or Former Time AOL Employee is a party, as in effect at on the time of the DistributionDistribution Date; provided, and however, that, except as set forth in Section 12.02 below, any such TWX Equity Compensation Award that is not forfeited by its holder as a result of the Distribution shall be adjusted to reflect the Distribution in the same manner, if any, as similar TWX Equity Compensation Awards held by Employees employees of the TWX Group immediately prior to the Distribution (other than TWX Transferred Employees) are adjusted, as determined by TWX in accordance with the equity compensation plan sole discretion of TWX under which such TWX Equity Compensation Award was grantedTWX; providedprovided further, however, that TWX may amend any such TWX Equity Compensation Award in any manner that TWX determines is necessary in order to avoid additional Taxes and penalties under Section 409A of the Code. TWX hereby acknowledges that, except as provided in Section 15.02, that each Time Post-Separation AOL Employee (but no Salary Continuation Former Employee or Former Time Employee) who, as of the DistributionDistribution Date, meets the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held by such Time Post-Separation AOL Employee at the time as of the DistributionDistribution Date, as determined under the applicable equity compensation plan or award agreement, will, in connection with the Distribution, receive the benefit of any provisions of such equity compensation plan or award agreement that provide for accelerated vesting of such TWX Equity Compensation Award or an extended time period to exercise any such TWX Equity Compensation Award that is a vested TWX Option in connection with a termination of employment due to retirement. As soon as practicable following the payment by TWX of a cash dividend with respect to TWX Common Stock that is paid on or after the Distribution, Time AOL shall pay each Time Employee, Salary Continuation Former AOL Employee and Former Time Employee holding with an outstanding TWX RSU any TWX Dividend Equivalents payable pursuant to such TWX RSU award (less any Taxes that are required to be withheld) ), and TWX shall not be obligated to pay such Time Employee, Salary Continuation Former Employee or Former Time AOL Employee such TWX Dividend Equivalent, but shall be obligated to reimburse the Time Group for such TWX Dividend Equivalent in accordance with Section 18.02.. Table of Contents

General Treatment of Outstanding TWX Equity Compensation Awards. Notwithstanding Section 2.05 or any other provision of this Agreement or the Separation Agreement to the contrary, at on and following the time of the DistributionDistribution Date, each outstanding option to purchase TWX Common Stock (each a “TWX Option”) and each performance stock unit (“TWX PSU”) and restricted stock unit (“TWX RSU”) payable in shares of TWX Common Stock or the value of which is determined by reference to the value of shares of TWX Common Stock (each a “TWX RSU”)Stock, in each case, case that was granted under or pursuant to any equity compensation plan of TWX (each such TWX Option Option, TWX PSU or TWX RSU, a “TWX Equity Compensation Award”), and that, at on the time of the DistributionDistribution Date, is held by any Time Employee, Salary Continuation Former Employee or Former Time AOL Employee, shall be treated as provided in the equity compensation plan under which such TWX Equity Compensation Award was granted, the award agreement governing such TWX Equity Compensation Award and any employment agreement to which such Time Employee, Salary Continuation Former Employee or Former Time AOL Employee is a party, as in effect at on the time of the DistributionDistribution Date; provided, and however, that, except as set forth in Section 12.02 below, any such TWX Equity Compensation Award that is not forfeited by its holder as a result of the Distribution shall be adjusted to reflect the Distribution in the same manner, if any, as similar TWX Equity Compensation Awards held by Employees employees of the TWX Group immediately prior to the Distribution (other than TWX Transferred Employees) are adjusted, as determined by TWX in accordance with the equity compensation plan sole discretion of TWX under which such TWX Equity Compensation Award was grantedTWX; providedprovided further, however, that TWX may amend any such TWX Equity Compensation Award in any manner that TWX determines is necessary in order to avoid additional Taxes and penalties under Section 409A of the Code. TWX hereby acknowledges that, except as provided in Section 15.02, that each Time Post-Separation AOL Employee (but no Salary Continuation Former Employee or Former Time Employee) who, as of the DistributionDistribution Date, meets the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held by such Time Post-Separation AOL Employee at the time as of the DistributionDistribution Date, as determined under the applicable equity compensation plan or award agreement, will, in connection with the Distribution, receive the benefit of any provisions of such equity compensation plan or award agreement that provide for accelerated vesting of such TWX Equity Compensation Award or an extended time period to exercise any such TWX Equity Compensation Award that is a vested TWX Option in connection with a termination of employment due to retirement. As soon as practicable following the payment by TWX of a cash dividend with respect to TWX Common Stock that is paid on or after the Distribution, Time shall pay each Time Employee, Salary Continuation Former Employee and Former Time Employee holding an outstanding TWX RSU any TWX Dividend Equivalents payable pursuant to such TWX RSU (less any Taxes that are required to be withheld) and TWX shall not be obligated to pay such Time Employee, Salary Continuation Former Employee or Former Time Employee such TWX Dividend Equivalent, but shall be obligated to reimburse the Time Group for such TWX Dividend Equivalent in accordance with Section 18.02.