Exhibit 99.1
October 21, 2004
Xx. Xxx Xxxxx
One Time Warner Center
New York, NY 10019
Dear Xxx:
You are currently employed by Time Warner Inc. pursuant to an Employment
Agreement between you and Time Inc. effective as of January 1, 2002. You and
Time Warner Inc. desire to amend the Employment Agreement and therefore agree as
follows:
1. The Employment Agreement shall be between you and Time Warner Inc., a
Delaware corporation (the "Company"). For purposes of clarity and to
avoid confusion, all references in the Employment Agreement to the
"Company" shall mean Time Warner Inc., all references to AOL Time
Warner or "AOLTW" shall mean Time Warner Inc., and all references in
the alternative to the "Company or AOLTW" shall mean Time Warner Inc.
singularly.
2. The Term Date is hereby amended to be December 31, 2006, subject,
however, to earlier termination as set forth in the Employment
Agreement and this letter.
3. Section 2 of the Employment Agreement is hereby deleted and replaced
with the following:
2. Employment. During the term of employment, you shall serve
as Chairman of the Media and Communications Group of the
Company ("Group Chairman") and shall report to the Chairman
and Chief Executive Officer of the Company. You shall have
the authority, functions, duties, powers and
responsibilities normally associated with such position and
such additional authority, functions, duties, powers and
responsibilities as the Chairman and CEO and the Board of
Directors may from time to time delegate to you in addition
thereto consistent with your position with the Company. You
shall, subject to your election as such from time to time
and without additional compensation, serve during the term
of employment in such additional offices of comparable or
greater stature and responsibility in the Company and its
subsidiaries, to which you may be elected from time to time.
During your employment, (i) your services shall be rendered
on a full-time basis and you will apply all of your skill
and experience to the performance of your duties, (ii)
except as may be approved by the Chairman and Chief
Executive Officer of the Company, you shall have no other
employment and no outside business activities which require
the devotion of substantial amounts of your time, and (iii)
unless you consent otherwise, the place for the performance
of your
services shall be the principal executive offices of the
Company in the New York City metropolitan area, subject to
such reasonable travel as may be required in the performance
of your duties. The foregoing shall be subject to the
Company's written policies, as in effect from time to time,
regarding vacations, holidays, illness and the like, and
shall not prevent you from devoting such time to your
personal affairs as shall not interfere with your duties
hereunder.
4. Section 3.2 of the Agreement is hereby deleted and replaced by the
following:
3.2 Bonus. In addition to Base Salary, you may be entitled to
receive during the term of employment an annual cash bonus
("Bonus") subject to and pursuant to the Company's Annual
Bonus Plan for Executive Officers (such plan, together with
any successor plan of the Company intended to comply with
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code) being hereinafter referred to as the
"Annual Bonus Plan"). Although your Bonus is fully
discretionary, your target annual Bonus is $4,500,000.
Payments of any bonus compensation under this Section 3.2
shall be made in accordance with the Company's then current
practices and policies with respect to its senior
executives, but in no event later than 90 days after the end
of the period for which the bonus is payable.
5. Section 3.3 of the Agreement is hereby deleted and replaced by the
following:
3.3 Long Term Incentive Compensation. The Company shall provide
you with long term incentive compensation with an annualized
competitive target award as reasonably determined by the
Compensation and Human Development Committee of the
Company's Board of Directors in good faith from time to
time, through a combination of stock option grants,
restricted stock grants and any other long-term plan as may
be developed (in proportions to be determined annually by
the Committee in its sole discretion). The parties
acknowledge that the grants made in 2004 were targeted to a
competitive level of $7,000,000.
6. In Section 4.2.2 of the Agreement, the reference to January 1, 2005
and December 31, 2004 are hereby changed to January 1, 2007 and
December 31, 2006 respectively
7. Section 4.4 of the Agreement is hereby deleted and replaced by the
following:
4.4 Special Early Termination Right. At any time during the
month of September 2005 during the term of employment, you
may elect by notice to the Company to terminate your full
time employment with the Company, effective as of January 1,
2006, and to thereafter become a part time employee of the
Company on the terms and for the period provided in Section
12 hereof. During the period following an early termination
notice
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provided herein, you shall continue to perform your
responsibilities and to assist the Company to effect an
orderly transition to your successor, and the Company shall
(i) continue to pay you Base Salary until the effective date
of termination of your full time employment, and (ii) pay
you a Bonus in an amount determined pursuant to the
Company's Annual Bonus Plan.
8. The second sentence of Section 9.2 is hereby deleted and replaced by
the following:
For purposes of the foregoing, the following shall be deemed
to be a Competitive Entity: any person or entity that engages in
any line of business that is substantially the same as either (i)
any line of business which the Company engages in, conducts or,
to your knowledge, has definitive plans to engage in or conduct
or (ii) any operating business that was engaged in or conducted
by the Company and as to which, to your knowledge, the Company
covenants, in writing, not to compete in connection with the
disposition of such business, in either case having revenues in
excess of $100 million per annum, except that (a) you may not
acquire an ownership interest during the term of employment in
any such person or entity in which the Company, directly or
indirectly, has an ownership interest, and (b) you may not
acquire an ownership interest during the term of employment
through the Advisory Period or the Severance Period, as
applicable, in any such person in which the Chairman and Chief
Executive Officer determines that the Company may itself wish to
acquire such an interest.
9. Sections 11.1 and 11.2 of the Employment Agreement are hereby deleted
and replaced with the following:
11.1 If to the Company:
Time Warner Inc.
One Time Warner Center
New York, NY 10019-8016
Attention: General Counsel
with a copy, addressed to:
Senior Vice President, Global Compensation and Benefits
11.2 If to you, to your residence address set forth on the
records of the Company, with a copy to each of:
Xxxx Xxxxxx, Esq.
Kronish Xxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
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And
Xxxxxxx X. Xxxxxxxxx
TAG Associates LLC
00 Xxxxxxxxxxx Xxxxx - Xxxxx 000
Xxx Xxxx, XX 00000
10. The first sentence of Section 12 is hereby deleted and replaced by the
following:
12. Advisory Services. Following the (i) expiration of the term
of employment on the Term Date, (ii) the early termination
of the term of employment pursuant to Section 4.4 hereof, or
(iii) the Disability Date as provided in Section 5 hereof,
as applicable, you shall become a part time employee of the
Company on the terms provided in this Section 12 for a
period terminating on the applicable date set forth below
(the "Advisory Period"):
Commencement of Advisory Period Termination of Advisory Period
------------------------------- ------------------------------
Immediately following Disability Date 5th anniversary of Disability Date
1/1/06 (following notice in 9/05) 12/31/09
1/1/07 (following end of contract term) 12/31/09
11. Section 12 is hereby amended to provide that in addition to the
organizations described in Section 12 with which you may accept
full-time employment during the Advisory Period, so long as you are
able to fulfill your obligations to the Company with respect to
services to be provided to the Company during the Advisory Period, you
may provide full-time services to any third party that is not in
competition with the Company as described in Section 9.2(y) hereof
during the Advisory Period and any compensation earned by you from
such employment shall not reduce the compensation payable to you by
the Company under Section 12.
Except as amended hereby, the Employment Agreement shall remain in
full force and effect.
Please indicate your agreement with the terms of this letter by
signing and returning the enclosed copy.
TIME WARNER INC.
/s/ Xxxxxxx X. Xxxxxxx
/s/ Xxx Xxxxx
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Xxx Xxxxx
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