0001193125-15-064862 Sample Contracts

Contract
Employment Agreement • February 26th, 2015 • Time Warner Inc. • Cable & other pay television services • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) made February 24, 2015 effective as of January 1, 2015 (the “Effective Date”) between TIME WARNER INC., a Delaware corporation (the “Company”), and HOWARD AVERILL (“You”).

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TIME WARNER INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 26th, 2015 • Time Warner Inc. • Cable & other pay television services • New York

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

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Performance Stock Units Agreement General Terms and Conditions
Stock Units Agreement • February 26th, 2015 • Time Warner Inc. • Cable & other pay television services • New York

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

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FORM OF LETTER AGREEMENT
Letter Agreement • February 26th, 2015 • Time Warner Inc. • Cable & other pay television services • New York

Reference is made to that certain Commercial Paper Dealer Agreement, dated as of February 16, 2011 (the “Dealer Agreement”), among Time Warner Inc., a Delaware corporation (the “Issuer”), Historic TW Inc. (the “Note Guarantor”), Home Box Office, Inc. and Turner Broadcasting System, Inc. (together with Home Box Office, Inc., the “Supplemental Guarantors”) and [—] (the “Dealer”). Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Dealer Agreement.

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Restricted Stock Units Agreement General Terms and Conditions
Restricted Stock Units Agreement • February 26th, 2015 • Time Warner Inc. • Cable & other pay television services • New York

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

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