EXHIBIT 10.6
Time Warner Inc. 1999 Stock Plan
Restricted Stock Purchase Agreement
TIME WARNER INC. (the "Company") and the undersigned Holder, pursuant to
the Company's 1999 Stock Plan, as amended through January 21, 2005 and from time
to time thereafter (the "Plan"), hereby acknowledge that the undersigned Holder
has hereby elected to exercise Stock Purchase Rights with respect to 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 1, Version 3 to the Restricted Stock Agreement
("Annex 1"). The Plan and Annex 1 are incorporated into and made a part of this
Agreement. The Plan can be accessed and printed through the HR Website
(xxxx://xxxxxxxxxx.xxxxx.xxx).
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 1 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:
---------------------------- ---------------------------
---------------------------- ---------------------------