EXHIBIT 10.2
Time Warner Inc. 1988 Restricted Stock and Restricted Stock Unit Plan for
Non-Employee Directors
Restricted Shares Agreement
TIME WARNER INC. (the "Company"), pursuant to the Company's 1988 Restricted
Stock and Restricted Stock Unit Plan for Non-Employee Directors, 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"), to the undersigned Holder, and such Holder has paid
therefor to the Company consideration of $.01 per share, receipt of which is
hereby acknowledged. The Award of Restricted Shares is subject in all cases to
the terms and conditions set forth in the Plan, which is incorporated into and
made a part of this Agreement.
1. Name: <> <> ID: <>
2. Grant Information for this Award:
Restricted Stock Grant Number: <>
Date of Award: <>
Purchase Price per Restricted Share: $0.01
Total Number of Restricted Shares Granted: <>
3. The vesting dates shall be:
Shares Vesting Date
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subject to earlier forfeiture in certain circumstances, including
termination of service as a director, and accelerated vesting, as
provided in 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 and Supplemental Trading Policies, 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 me 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 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 will be
responsible for remitting all such taxes owed to the proper
taxing authorities.
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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