Treatment of Outstanding TWX Equity Compensation Awards Held Sample Clauses

Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxxx. Notwithstanding any provision of Section 15.01, subject to any required action by the compensation committee of the Time board of directors, in accordance with the Employment Agreement, dated October 31, 2013, by and between Time and Xxxxxx X. Xxxx (“Xxxx”) (the “Xxxx Employment Agreement”) and the Employment Agreement, dated October 31, 2013, by and between Time and Xxxxxxx X. Xxxxxxxx (“Bairstow”) (the “Bairstow Employment Agreement”), if any, effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxx or Bairstow, as applicable, shall be converted into an option (each, a “Converted Time Option”) to acquire shares of Time Common Stock, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby). The adjustments provided in this Section 15.02 with respect to any TWX Options are intended to be effected in a manner that is consistent with Section 409A of the Code. Furthermore, subject to any required action by the compensation committee of the Time board of directors in accordance with the Xxxx Employment Agreement or the Bairstow Employment Agreement, if any, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxx or Bairstow, as applicable, shall be converted into a restricted stock unit with respect to shares of Time Common Stock (such restricted stock units, the “Converted Time RSUs”), on substantially the same terms and conditions as were applicable under such TWX RSU (other than with respect to the number and type of shares covered thereby). Effective immediately upon the Distribution, Time shall be responsible for all Liabilities related to the TWX Options and TWX RSUs held by Xxxx and Bairstow (as Converted Time Options and Converted Time RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto.
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