Exhibit 10.4
October 22, 2016
Via Hand Delivery
Paul T. Cappuccio
c/o Time Warner Inc.
One Time Warner Center
New York, New York 10019
Dear Paul:
Reference is made to your Employment Agreement, made as of November 3, 2014 and effective as of January 1, 2014 (the “Employment Agreement”) with Time Warner Inc. (the “Company”). We have agreed to amend the Employment Agreement, effective as of the date of this letter agreement (the “Letter Agreement”), in order to extend the term date of the Employment Agreement to December 31, 2019, without any other modification to its terms other than those explicitly set forth below. Accordingly, you and the Company, intending to reflect our mutual understanding regarding such modifications, hereby agree as follows:
1. Term of Employment. Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
Term of Employment. Your “term of employment” as this phrase is used throughout this Agreement shall be for the period beginning on the Effective Date and ending on December 31, 2019 (the “Term Date”).
2. Definition of Average Annual Bonus. Section 4.2.1 of the Employment Agreement is hereby amended by inserting the following at the end of the penultimate sentence of such section:
only if it would result in a greater Average Annual Bonus.
3. Life Insurance Premiums. Clause (c) of Section 4.2.2, of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
(c) payment of the Life Insurance Premium for each full or partial calendar year during the Severance Period (with respect to the calendar year in which the Effective Termination Date occurs, to the extent not otherwise paid under Section 4.2.1 or Section 7, and with respect to the calendar year in which the Severance Term Date occurs, with the amount of such payment prorated to reflect the number of days during such calendar year that will elapse prior to the Severance Term Date).
4. Benefits After a Termination or Disability. Section 8.2 of the Employment Agreement is hereby amended as follows:
A. By inserting the following after the first sentence of such section:
2
After the Effective Termination Date or a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives, such as financial services reimbursement.
B. By deleting clause (iii) in its entirety and replacing it with the following:
(iii) the Company shall not be permitted to determine that your employment was terminated for “unsatisfactory performance” or “cause” within the meaning of any stock option agreement between you and the Company.
5. Miscellaneous.
A. Except as expressly set forth herein, this Letter Agreement shall not by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect the rights and remedies of you or the Company pursuant to the Employment Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which shall continue in full force and effect. From and after the date of this Letter Agreement, all references to the Employment Agreement shall be deemed to refer to the Employment Agreement as amended hereby.
B. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile transmission or portable document format (PDF) shall be effective as delivery of a manually executed counterpart of this Letter Agreement.
If the foregoing accurately reflects our agreement, please so indicate by signing where indicated below.
| Very truly yours, | ||||
| TIME WARNER INC. | ||||
| By: | /s/ James Cummings | |||
| Name: | James Cummings | |||
| Title: | Senior Vice President of Global Compensation and Benefits | |||
| Agreed and Accepted: |
| /s/ Paul T. Cappuccio |
| Paul T. Cappuccio |