EXHIBIT 10.27

Time Warner Inc. 2010 Stock Incentive Plan

RSU Executive Agreement, Version 1 (10RUEXEC)

For Use from February 2012

Restricted Stock Units Agreement

General Terms and Conditions

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

WHEREAS, the Committee has determined that it would be in the best interests of
the Company and its stockholders to grant the restricted stock units (the
“RSUs”) provided for herein to the Participant pursuant to the Plan and the
terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties agree as follows:

 

1. Definitions. Whenever the following terms are used in this Agreement, they
shall have the meanings set forth below. Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan.

 

  a) “Cause” means “Cause” as defined in an employment agreement between the
Company or any of its Affiliates and the Participant or, if not defined therein
or if there is no such agreement, “Cause” means (i) the Participant’s continued
failure substantially to perform such Participant’s duties (other than as a
result of total or partial incapacity due to physical or mental illness) for a
period of ten (10) days following written notice by the Company or any of its
Affiliates to the Participant of such failure, (ii) dishonesty in the
performance of the Participant’s duties, (iii) the Participant’s conviction of,
or plea of nolo contendere to, a crime constituting (A) a felony under the laws
of the United States or any state thereof or (B) a misdemeanor involving moral
turpitude, (iv) the Participant’s insubordination, willful malfeasance or
willful misconduct in connection with the Participant’s duties or any act or
omission which is injurious to the financial condition or business reputation of
the Company or any of its Affiliates, or (v) the Participant’s breach of any
non-competition, non-solicitation or confidentiality provisions to which the
Participant is subject. The determination of the Committee as to the existence
of “Cause” will be conclusive on the Participant and the Company.

 

  b) “Disability” means “Disability” as defined in an employment agreement
between the Company or any of its Affiliates and the Participant or, if not
defined therein or if there shall be no such agreement, “disability” of the
Participant shall have the meaning ascribed to such term in the Company’s
long-term disability plan or policy, as in effect from time to time, to the
extent that such definition also constitutes such Participant being considered
“disabled” under Section 409A(a)(2)(C) of the Code.



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  c) “Good Reason” means “Good Reason” as defined in an employment agreement
between the Company or any of its Affiliates and the Participant or, if not
defined therein or if there is no such agreement, “Good Reason” means (i) the
failure of the Company to pay or cause to be paid the Participant’s base salary
or annual bonus when due or (ii) any substantial and sustained diminution in the
Participant’s authority or responsibilities materially inconsistent with the
Participant’s position; provided that either of the events described in clauses
(i) and (ii) will constitute Good Reason only if the Company fails to cure such
event within 30 days after receipt from the Participant of written notice of the
event which constitutes Good Reason; provided, further, that “Good Reason” will
cease to exist for an event on the sixtieth (60th) day following the later of
its occurrence or the Participant’s knowledge thereof, unless the Participant
has given the Company written notice of his or her termination of employment for
Good Reason prior to such date.

 

  d) “Notice” means (i) the Notice of Grant of Restricted Stock Units that
accompanies this Agreement, if this Agreement is delivered to the Participant in
“hard copy,” and (ii) the screen of the website for the stock plan
administration with the heading “Vesting Schedule and Details,” which contains
the details of the grant governed by this Agreement, if this Agreement is
delivered electronically to the Participant.

 

  e) “Participant” means an individual to whom RSUs have been awarded pursuant
to the Plan and shall have the same meaning as may be assigned to the terms
“Holder” or “Participant” in the Plan.

 

  f) “Performance Period” means the year with respect to which the Performance
Target is set by the Committee pursuant to Section 4(b).

 

  g) “Performance Target” means the specific written objective goal or goals
based on the criteria set forth in Section 9(b) of the Plan and that are timely
approved by the Committee pursuant to Section 9(b) of the Plan for the
Participant for the applicable Performance Period.

 

  h) “Plan” means the equity plan maintained by the Company that is specified in
the Notice, which equity plan has been provided to the Participant separately
and forms a part of this Agreement, as such plan may be amended, supplemented or
modified from time to time.

 

  i) “Retirement” means a voluntary termination of employment by the Participant
(i) following the attainment of age 55 with ten (10) or more years of service as
an employee or a director with the Company or any Affiliate or (ii) pursuant to
the retirement plan or program of the Company or any Affiliate that is
applicable to the Participant.

 

  j) “Severance Period” means the period of time following a termination of
Employment during which a Participant is entitled to receive both salary

 

 

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  continuation payments and continued participation under the health benefit
plans of the Company or any of its Affiliates, whether pursuant to an employment
contract with, or a severance plan or other arrangement maintained by, the
Company or any Affiliate.

 

  k) “Shares” means shares of Common Stock of the Company.

 

  l) “Vesting Date” means each vesting date set forth in the Notice.

 

2. Grant of Restricted Stock Units. The Company hereby grants to the Participant
(the “Award”), on the terms and conditions hereinafter set forth, the number of
RSUs set forth on the Notice. Each RSU represents the unfunded, unsecured right
of the Participant to receive a Share on the Vesting Date(s) specified herein,
subject to the terms, conditions and Section 162(m) performance-based vesting
requirements set forth herein. RSUs do not constitute issued and outstanding
shares of Common Stock for any corporate purposes and do not confer on the
Participant any right to vote on matters that are submitted to a vote of holders
of Shares.

 

3. Dividend Equivalents and Retained Distributions. If on any date while RSUs
are outstanding hereunder the Company shall pay any regular cash dividend on the
Shares, the Participant shall be paid, for each RSU held by the Participant on
the record date, an amount of cash equal to the dividend paid on a Share (the
“Dividend Equivalents”) at the time that such dividends are paid to holders of
Shares. If on any date while RSUs are outstanding hereunder the Company shall
pay any dividend other than a regular cash dividend or make any other
distribution on the Shares, the Participant shall be credited with a bookkeeping
entry equivalent to such dividend or distribution for each RSU held by the
Participant on the record date for such dividend or distribution, but the
Company shall retain custody of all such dividends and distributions unless the
Board has in its sole discretion determined that an amount equivalent to such
dividend or distribution shall be paid currently to the Participant (the
“Retained Distributions”); provided, however, that if the Retained Distribution
relates to a dividend paid in Shares, the Participant shall receive an
additional amount of RSUs equal to the product of (I) the aggregate number of
RSUs held by the Participant pursuant to this Agreement through the related
dividend record date, multiplied by (II) the number of Shares (including any
fraction thereof) payable as a dividend on a Share. Retained Distributions will
not bear interest and will be subject to the same restrictions as the RSUs to
which they relate. Notwithstanding anything else contained in this paragraph 3,
no payment of Dividend Equivalents or Retained Distributions shall occur before
the first date on which a payment could be made without subjecting the
Participant to tax under the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”).

 

4. Vesting and Delivery of Vested Securities.

 

  a)

Subject to the terms and provisions of the Plan and this Agreement, no later
than 60 days after each Vesting Date with respect to the Award, the Company
shall issue or transfer to the Participant the number of Shares corresponding to
such Vesting Date and the Retained Distributions, if any, covered by that
portion of

 

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  the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting
of such RSUs and any Retained Distributions relating thereto shall occur only if
(i) the Participant has continued in Employment of the Company or any of its
Affiliates on the Vesting Date and has continuously been so employed since the
Date of Grant (as defined in the Notice) and (ii) the Performance Target has
been achieved, as certified by the Committee in accordance with Section 9(b) of
the Plan.

 

  b) Section 162(m) Vesting Requirement. The Award is subject to performance
vesting requirements based on the achievement of the Performance Target for the
Performance Period and the certification of achievement of such Performance
Target by the Committee pursuant to Section 9(b) of the Plan. The Performance
Target shall be established by the Committee for the Award no later than 90 days
following the beginning of the Performance Period that applies to the Award. If
the Performance Target for the Award is not satisfied, all of the RSUs in the
Award and any Retained Distributions will be forfeited immediately. The
Performance Period shall be (i) the year in which the Award is granted if the
Award is granted prior to April 1 or (ii) the first full year ending after the
grant of the Award if the Award is granted on or after April 1.

 

  c) RSUs Extinguished. Upon each issuance or transfer of Shares in accordance
with this Agreement, a number of RSUs equal to the number of Shares issued or
transferred to the Participant shall be extinguished and such number of RSUs
will not be considered to be held by the Participant for any purpose.

 

  d) Final Issuance. Upon the final issuance or transfer of Shares and Retained
Distributions, if any, to the Participant pursuant to this Agreement, in lieu of
a fractional Share, the Participant shall receive a cash payment equal to the
Fair Market Value of such fractional Share.

 

  e) Section 409A. Notwithstanding anything else contained in this Agreement, no
Shares shall be issued or transferred to a Participant before the first date on
which a payment could be made without subjecting the Participant to tax under
the provisions of Section 409A of the Code.

 

5. Termination of Employment.

 

  (a) If the Participant’s Employment with the Company and its Affiliates is
terminated by the Participant for any reason other than those described in
clauses (b), (c) and (d) below prior to the Vesting Date with respect to any
portion of the Award, then the RSUs covered by any such portion of the Award and
all Retained Distributions relating thereto shall be completely forfeited on the
date of any such termination, unless otherwise provided in an employment
agreement between the Participant and the Company or an Affiliate.

 

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  (b) If the Participant’s Employment terminates as a result of his or her death
or Disability, then the RSUs for which a Vesting Date has not yet occurred and
all Retained Distributions relating thereto shall, to the extent the RSUs were
not extinguished or forfeited prior to such termination of Employment, fully
vest on the date of any such termination and Shares subject to the RSUs shall be
issued or transferred to the Participant as soon as practicable, but no later
than 90 days, following such termination of Employment.

 

  (c) If the Participant’s Employment (i) terminates as a result of his or her
Retirement or (ii) is terminated by the Company and its Affiliates for any
reason other than for Cause on a date when the Participant satisfies the
requirements for Retirement, then the RSUs for which a Vesting Date has not yet
occurred and all Retained Distributions relating thereto shall, to the extent
the RSUs were not extinguished or forfeited prior to such termination of
Employment, fully vest on the later of (A) the date of such termination of
Employment and (B) the certification by the Committee of the achievement of the
Performance Target; and Shares subject to the RSUs shall be issued or
transferred to the Participant as soon as practicable, but no later than 90
days, following such termination of Employment or Committee certification,
whichever is applicable. If the Participant’s Employment terminates prior to the
certification of achievement of the Performance Target by the Committee and the
Performance Target is not satisfied, then the RSUs and any Retained
Distributions related thereto shall be forfeited immediately.

 

  (d) If the Participant’s Employment is terminated by the Company and its
Affiliates for any reason other than for Cause on a date when the Participant
does not satisfy the requirements for Retirement (unless such termination is due
to death or Disability), then, subject to achievement of the Performance Target,
(i) the RSUs that were scheduled to vest on any Vesting Dates that occur during
a Severance Period, and any Retained Distributions relating thereto, and (ii) a
pro rata portion of the RSUs that were scheduled to vest on the next Vesting
Date, if any, after the end of a Severance Period (or after the termination of
Employment if there is no Severance Period), and any Retained Distributions
relating thereto, shall, to the extent the RSUs were not extinguished or
forfeited prior to such termination of Employment, become vested, and Shares
subject to such RSUs shall be issued or transferred to the Participant as soon
as practicable, but no later than 90 days, following the later of (x) such
termination of Employment and (y) the certification by the Committee of the
achievement of the Performance Target. The pro rata portion of the RSUs
scheduled to vest on the next Vesting Date following the end of a Severance
Period (or after the termination of Employment if there is no Severance Period)
shall be determined as follows:

 

  (x) the number of RSUs covered by the portion of the Award that were scheduled
to vest on such Vesting Date multiplied by;

 

  (y)

a fraction, the numerator of which shall be the number of days from the last
Vesting Date (or the Date of Grant if there was no

 

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  prior Vesting Date) during which the Participant either remained in Employment
or was within a covered Severance Period, and the denominator of which shall be
the number of days from the last Vesting Date (or the Date of Grant if there was
no prior Vesting Date) through such Vesting Date.

If the product of (x) and (y) results in a fractional share, such fractional
share shall be rounded to the next higher whole share.

The RSUs and any Retained Distributions related thereto that have not vested
shall be completely forfeited on the date of any such termination. If the
Participant’s Employment is terminated prior to the certification of achievement
of the Performance Target by the Committee and the Performance Target is not
satisfied, then the RSUs and any Retained Distributions related thereto shall be
forfeited immediately.

For purposes of this paragraph 5, a temporary leave of absence shall not
constitute a termination of Employment or a failure to be continuously employed
by the Company or any Affiliate regardless of the Participant’s payroll status
during such leave of absence if such leave of absence is approved in writing by
the Company or any Affiliate; provided, that such leave of absence constitutes a
bona fide leave of absence and not a Separation From Service under Treas. Reg.
1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent
to the Company at One Time Warner Center, New York, New York 10019, attention:
Director, Global Stock Plans Administration, but such notice shall not be
required for the leave of absence to be considered approved.

In the event the Participant’s Employment with the Company or any of its

Affiliates is terminated, the Participant shall have no claim against the
Company with respect to the RSUs and related Retained Distributions, if any,
other than as set forth in this paragraph 5, the provisions of this paragraph 5
being the sole remedy of the Participant with respect thereto.

 

6.

Acceleration of Vesting Date. In the event a Change in Control, subject to
paragraph 7, has occurred, to the extent that any such occurrence also
constitutes a change in ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A Change of Control
Event”), (A) the Award will vest in full upon the earlier of (i) the expiration
of the one-year period immediately following the Change in Control, provided the
Participant’s Employment with the Company and its Affiliates has not terminated,
(ii) the original Vesting Date with respect to each portion of the Award, or
(iii) the termination of the Participant’s Employment by the Company or any of
its Affiliates (I) by the Company other than for Cause (unless such termination
is due to death or Disability) or (II) by the Participant for Good Reason and
(B) Shares subject to the RSUs shall be issued or transferred to the
Participant, as soon as practicable, but in no event later than 60 days
following such Vesting Date, along with the Retained Distributions related
thereto; provided, however, that notwithstanding the foregoing, to

 

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  the extent that any such occurrence does not constitute a 409A Change of
Control Event, the RSUs shall vest as described under this paragraph 6, but the
issuance of Shares shall be made at the times otherwise provided hereunder as if
no Change of Control had occurred. In the event of any such vesting as described
in clauses (i) and (iii) of the preceding sentence, the date described in such
clauses shall be treated as the Vesting Date.

 

7. Limitation on Acceleration. Notwithstanding any provision to the contrary in
the Plan or this Agreement, if the Payment (as hereinafter defined) due to the
Participant hereunder as a result of the acceleration of vesting of the RSUs
pursuant to paragraph 6 of this Agreement, either alone or together with all
other Payments received or to be received by the Participant from the Company or
any of its Affiliates (collectively, the “Aggregate Payments”), or any portion
thereof, would be subject to the excise tax imposed by Section 4999 of the Code
(or any successor thereto), the following provisions shall apply:

 

  a) If the net amount that would be retained by the Participant after all taxes
on the Aggregate Payments are paid would be greater than the net amount that
would be retained by the Participant after all taxes are paid if the Aggregate
Payments were limited to the largest amount that would result in no portion of
the Aggregate Payments being subject to such excise tax, the Participant shall
be entitled to receive the Aggregate Payments.

 

  b) If, however, the net amount that would be retained by the Participant after
all taxes were paid would be greater if the Aggregate Payments were limited to
the largest amount that would result in no portion of the Aggregate Payments
being subject to such excise tax, the Aggregate Payments to which the
Participant is entitled shall be reduced to such largest amount.

The term “Payment” shall mean any transfer of property within the meaning of
Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required and
the timing and method of any such required reduction in Payments under this
Agreement or in any such other Payments otherwise payable by the Company or any
of its Affiliates consistent with any such required reduction, shall be made by
the Participant, including whether any portion of such reduction shall be
applied against any cash or any shares of stock of the Company or any other
securities or property to which the Participant would otherwise have been
entitled under this Agreement or under any such other Payments, and whether to
waive the right to the acceleration of the Payment due under this Agreement or
any portion thereof or under any such other Payments or portions thereof, and
all such determinations shall be conclusive and binding on the Company and its
Affiliates. To the extent that Payments hereunder or any such other Payments are
not paid as a consequence of the limitation contained in this paragraph 7, then
the RSUs and Retained Distributions related thereto (to the extent not so
accelerated) and such other Payments (to the extent not vested) shall be deemed
to remain outstanding and shall be

 

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subject to the provisions hereof and of the Plan as if no acceleration or
vesting had occurred. Under such circumstances, if the Participant terminates
Employment for Good Reason or is terminated by the Company or any of its
Affiliates without Cause, the RSUs and Retained Distributions related thereto
(to the extent that they have not already become vested) shall become
immediately vested in their entirety upon such termination and Shares subject to
the RSUs shall be issued or transferred to the Participant, as soon as
practicable following such termination of Employment, subject to the provisions
relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Participant, all legal fees,
court costs, fees of experts and other costs and expenses which the Participant
incurred in any actual, threatened or contemplated contest of the Participant’s
interpretation of, or determination under, the provisions of this paragraph 7.

 

8. Withholding Taxes.

 

  a) Obligation to Pay Withholding Taxes. The Participant acknowledges and
agrees that, regardless of any action the Company or the Participant’s employer
takes with respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (the “Tax-Related Items”),
the ultimate liability for all Tax-Related Items legally due by the Participant
(i) is and remains the Participant’s responsibility and (ii) may exceed the
amount actually withheld by the Company or the Participant’s employer. The
Participant further agrees and acknowledges that the Company and the
Participant’s employer (x) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Award,
including the grant of the Award, the vesting of the RSUs or the subsequent sale
of any Shares acquired from vesting of the RSUs, and the receipt of any Dividend
Equivalents or Retained Distributions; and (y) do not commit to and are under no
obligation to structure the terms of the Award to reduce or eliminate the
Participant’s liability for Tax-Related Items or achieve any particular tax
result. Further, the Participant understands and acknowledges that if the
Participant has become subject to tax in more than one jurisdiction between the
Date of Grant and the date of any relevant taxable event, the Company and/or the
Participant’s employer (or former employer, as applicable) may be required to
withhold or account for Tax-Related Items in more than one jurisdiction. The
Company’s obligation to deliver the Shares subject to the RSUs or to pay any
Dividend Equivalents or Retained Distributions shall be subject to payment of
all Tax-Related Items by the Participant.

 

  b)

Satisfaction of Company’s Withholding Obligations. At the time any portion of an
Award of RSUs, Dividend Equivalent or Retained Distribution relating thereto,
becomes taxable to the Participant, he or she will be required to pay to the
Company or the Participant’s employer, as applicable, any Tax-Related Items due
as a result of such taxable event. The Company or the Participant’s employer
shall have the right to withhold from any payment in respect of RSUs, transfer
of

 

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  Shares acquired at vesting, or payment made to the Participant or to any
person hereunder, whether such payment is to be made in cash or in Shares, all
Tax-Related Items as shall be required, in the determination of the Company,
pursuant to any statute or governmental regulation or ruling. The Participant
acknowledges and agrees that the Company or the Participant’s employer, in their
sole discretion, may satisfy such withholding obligation by any one or a
combination of the following methods:

 

  (i) by requiring the Participant to deliver a properly executed notice
together with irrevocable instructions to a broker approved by the Company to
sell a sufficient number of Shares to generate net proceeds (after commission
and fees) equal to the amount required to be withheld and promptly deliver such
amount to the Company;

 

  (ii) by requiring or allowing the Participant to pay the amount required to be
withheld in cash or by check;

 

  (iii) by deducting the amount required to be withheld from the Participant's
current compensation or other amounts payable to the Participant;

 

  (iv) by allowing the Participant to surrender other Shares that (A) in the
case of Shares initially acquired from the Company (upon exercise of a stock
option or otherwise), have been owned by the Participant for such period (if
any) as may be required to avoid a charge to the Company's earnings, and
(B) have a fair market value on the date of surrender equal to the amount
required to be withheld;

 

  (v) by withholding a number of Shares to be issued upon delivery of Shares
that have a fair market value equal to the minimum statutory amount required to
be withheld;

 

  (vi) by selling any Shares to the extent required to pay the amount required
to be withheld; or

 

  (vii) by such other means or method as the Committee in its sole discretion
and without notice to the Participant deems appropriate.

The Company may satisfy its obligation to withhold the Tax-Related Items on
Dividend Equivalents and Retained Distributions payable in cash by withholding a
sufficient amount from the payment or by such other means as the Committee in
its sole discretion and without notice to the Participant deems appropriate,
including withholding from salary or other amounts payable to the Participant,
Shares or cash having a value sufficient to satisfy the withholding obligation
for Tax-Related Items.

The Company will not issue any Shares to the Participant until the Participant
satisfies the withholding obligation for Tax-Related Items. If the withholding

 

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obligation for Tax-Related Items is satisfied by withholding in Shares, for tax
purposes, the Participant shall be deemed to have been issued the full number of
Shares subject to the vested RSUs, notwithstanding that a number of Shares are
held back solely for the purpose of paying the Tax-Related Items due as a result
of any aspect of the Participant’s participation in the Plan.

 

  c) Compliance with Applicable Laws. The Committee may also require the
Participant to acknowledge that he or she shall not sell or transfer Shares
except in compliance with all applicable laws, and may apply such other
restrictions on the sale or transfer of the Shares as it deems appropriate.

 

9. Changes in Capitalization and Government and Other Regulations. The Award
shall be subject to all of the terms and provisions as provided in this
Agreement and in the Plan, which are incorporated by reference herein and made a
part hereof, including, without limitation, the provisions of Section 10 of the
Plan (generally relating to adjustments to the number of Shares subject to the
Award, upon certain changes in capitalization and certain reorganizations and
other transactions).

 

10. Forfeiture. A breach of any of the foregoing restrictions or a breach of any
of the other restrictions, terms and conditions of the Plan or this Agreement,
with respect to any of the RSUs or any Dividend Equivalents and Retained
Distributions relating thereto, except as waived by the Board or the Committee,
will cause a forfeiture of such RSUs and any Dividend Equivalents or Retained
Distributions relating thereto.

 

11. Right of Company to Terminate Employment. Nothing contained in the Plan or
this Agreement shall confer on any Participant any right to continue in the
employ of the Company or any of its Affiliates and the Company and any such
Affiliate shall have the right to terminate the Employment of the Participant at
any such time, with or without cause, notwithstanding the fact that some or all
of the RSUs and related Retained Distributions covered by this Agreement may be
forfeited as a result of such termination. The granting of the RSUs under this
Agreement shall not confer on the Participant any right to any future Awards
under the Plan.

 

12. Notices. Any notice which either party hereto may be required or permitted
to give the other shall be in writing and may be delivered personally or by
mail, postage prepaid, addressed to Time Warner Inc., at One Time Warner Center,
New York, NY 10019, attention Director, Global Stock Plans Administration, and
to the Participant at his or her address, as it is shown on the records of the
Company or its Affiliate, or in either case to such other address as the Company
or the Participant, as the case may be, by notice to the other may designate in
writing from time to time.

 

13.

Interpretation and Amendments. The Board and the Committee (to the extent
delegated by the Board) have plenary authority to interpret this Agreement and
the Plan, to prescribe, amend and rescind rules relating thereto and to make all
other determinations in connection with the administration of the Plan. The
Board or the Committee may from time to time modify or amend this Agreement in
accordance with

 

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  the provisions of the Plan, provided that no such amendment shall adversely
affect the rights of the Participant under this Agreement without his or her
consent.

 

14. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, and shall be binding
upon and inure to the benefit of the Participant and his or her legatees,
distributees and personal representatives.

 

15. Copy of the Plan and Documents. By entering into the Agreement, the
Participant agrees and acknowledges that he or she has received and read a copy
of the Plan. The Participant acknowledges and agrees that the Participant may be
entitled from time to time to receive certain other documents related to the
Company, including the Company’s annual report to stockholders and proxy
statement related to its annual meeting of stockholders (which become available
each year approximately three months after the end of the calendar year), and
the Participant consents to receive such documents electronically through the
Internet or as the Company otherwise directs.

 

16. Governing Law. The Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to any choice
of law rules thereof which might apply the laws of any other jurisdiction.

 

17. Waiver of Jury Trial. To the extent not prohibited by applicable law which
cannot be waived, each party hereto hereby waives, and covenants that it will
not assert (whether as plaintiff, defendant or otherwise), any right to trial by
jury in any forum in respect of any suit, action, or other proceeding arising
out of or based upon this Agreement.

 

18. Submission to Jurisdiction; Service of Process. Each of the parties hereto
hereby irrevocably submits to the jurisdiction of the state courts of the State
of New York located in the County of New York and the jurisdiction of the United
States District Court for the Southern District of New York for the purposes of
any suit, action or other proceeding arising out of or based upon this
Agreement. Each of the parties hereto to the extent permitted by applicable law
hereby waives, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding brought in such courts, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that
such suit, action or proceeding in the above-referenced courts is brought in an
inconvenient forum, that the venue of such suit, action or proceedings, is
improper or that this Agreement may not be enforced in or by such court. Each of
the parties hereto hereby consents to service of process by mail at its address
to which notices are to be given pursuant to paragraph 12 hereof.

 

19.

Personal Data. The Company, the Participant’s local employer and the local
employer’s parent company or companies may hold, collect, use, process and
transfer, in electronic or other form, certain personal information about the
Participant for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the Plan. The Participant
understands that the following personal information is required

 

   11    February 2012      



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  for the above named purposes: his/her name, home address and telephone number,
office address (including department and employing entity) and telephone number,
e-mail address, date of birth, citizenship, country of residence at the time of
grant, work location country, system employee ID, employee local ID, employment
status (including international status code), supervisor (if applicable), job
code, title, salary, bonus target and bonuses paid (if applicable), termination
date and reason, tax payer’s identification number, tax equalization code, US
Green Card holder status, contract type (single/dual/multi), any shares of stock
or directorships held in the Company, details of all grants of RSUs (including
number of grants, grant dates, vesting type, vesting dates, and any other
information regarding RSUs that have been granted, canceled, vested, or
forfeited) with respect to the Participant, estimated tax withholding rate,
brokerage account number (if applicable), and brokerage fees (the “Data”). The
Participant understands that Data may be collected from the Participant directly
or, on Company’s request, from the Participant’s local employer. The Participant
understands that Data may be transferred to third parties assisting the Company
in the implementation, administration and management of the Plan, including the
brokers approved by the Company, the broker selected by the Participant from
among such Company-approved brokers (if applicable), tax consultants and the
Company’s software providers (the “Data Recipients”). The Participant
understands that some of these Data Recipients may be located outside the
Participant’s country of residence, and that the Data Recipient’s country may
have different data privacy laws and protections than the Participant’s country
of residence. The Participant understands that the Data Recipients will receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Participant’s
participation in the Plan, including any requisite transfer of such Data as may
be required for the administration of the Plan and/or the subsequent holding of
Shares on the Participant’s behalf by a broker or other third party with whom
the Participant may elect to deposit any Shares acquired pursuant to the Plan.
The Participant understands that Data will be held only as long as necessary to
implement, administer and manage the Participant’s participation in the Plan.
The Participant understands that Data may also be made available to public
authorities as required by law, e.g., to the U.S. government. The Participant
understands that the Participant may, at any time, review Data and may provide
updated Data or corrections to the Data by written notice to the Company. Except
to the extent the collection, use, processing or transfer of Data is required by
law, the Participant may object to the collection, use, processing or transfer
of Data by contacting the Company in writing. The Participant understands that
such objection may affect his/her ability to participate in the Plan. The
Participant understands that he/she may contact the Company’s Stock Plan
Administration to obtain more information on the consequences of such objection.

 

   12    February 2012      
{'dataset': 'atticus_contracts'}