EXHIBIT 10.9
Time Warner Inc. 1999 Restricted Stock and Restricted Stock Unit Plan
Restricted Shares Agreement
TIME WARNER INC. (the "Company") and the undersigned Holder, pursuant to
the Company's 1999 Restricted Stock and Restricted Stock Unit Plan, as amended
through January 21, 2005 and from time to time thereafter (the "Plan"), hereby
irrevocably awards (the "Award") the following restricted shares (the
"Restricted Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), and has paid therefor to the Company consideration of $.01
per share, receipt of which is hereby acknowledged, and the Company hereby
irrevocably awards (the "Award") the following Restricted Shares, subject in all
cases to the General Terms and Conditions set forth on Annex A, Version 3 to the
Restricted Shares Agreement ("Annex A3") attached hereto and incorporated herein
by reference.
1. Name: ID:
2. Grant Information for this Award:
Restricted Stock Grant Number:
Date of Award:
Purchase Price per Restricted Share:
Total Number of Restricted Shares Granted:
3. The vesting dates shall be:
Shares Vesting Date
subject to earlier forfeiture in certain circumstances, including
termination of employment, and accelerated vesting, as provided
in Annex A3 and the Plan.
4. Restriction Period.
The Restriction Period for each portion of the Award hereunder
shall be the period commencing on the Date of Award and ending at
the close of business on the Vesting Date listed for that portion
of the Award.
5. I acknowledge that I have read and will comply with Time Xxxxxx'x
Securities Trading Policy (accessible on the HR Website), which I
understand may be updated from time to time.
6. I acknowledge and agree that:
a) An election under Section 83(b) of the Internal Revenue
Code must be submitted by you to the Internal Revenue
Service within thirty (30) days after the Date of Award
and that, if I desire to make such an election, I also
must provide a copy of the completed Section 83(b) form
and a check for the amount of taxes due to the Stock
Plans Administration Group not later than the thirtieth
(30th) day following the Date of Award.
b) If I do not make a valid Section 83(b) election, I will
owe taxes at each Vesting Date on the portion of the
Award for which the Restriction Period has ended and
that I must elect the method of payment of taxes in
advance of the Vesting Date in accordance with the
procedures established by the Stock Plans
Administration Group, and that such procedures may
change and be updated overtime.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer or agent as of the ____ day of ____, ______.
Time Warner Inc.
By:_______________
Accepted and Agreed to:
Holder: _______________________
(Signature)
Home Address: Business Address:
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