1988 Restricted Stock Plan

EXHIBIT 10.8


As Amended through
November 18, 1993


TIME WARNER INC.
1988 Restricted Stock Plan For
Non-Employee Directors


1. PURPOSE. The purpose of the Plan is to supplement the compensation paid to Outside Directors and to increase their proprietary interest in the Company and their identification with the interests of the Company's stockholders, by grants of annual awards of Common Stock.


2. CERTAIN DEFINITIONS.


(a) "Average Market Price" shall mean the average (rounded to the nearest cent) of the means between the high and low sales prices of a share of Common Stock as reported on the New York Stock Exchange Composite Tape for the ten consecutive trading days ending on the date of the annual meeting of stockholders of the Company for the year with respect to which an annual grant of Restricted Shares is automatically made pursuant to paragraph 5 of the Plan.


(b) "Board" shall mean the Board of Directors of the Company.


(c) "Commission" shall mean the Securities and Exchange Commission.


(d) "Common Stock" shall mean the Common Stock, par value $1 per share, of the Company.


(e) "Company" shall mean Time Warner Inc., a Delaware corporation.


(f) "Grant Date" shall have the meaning set forth in paragraph 5 of the Plan.


(g) "Outside Director" shall mean a member of the Board of Directors of the Company who, as of the close of business on the date of the annual meeting of stockholders of the Company, is not an employee of the Company or any subsidiary of the Company. For the purposes hereof, a "subsidiary" of the Company shall mean any corporation,


partnership or other entity in which the Company owns, directly or indirectly, an equity interest of 50% or more.


(h) "Plan" shall mean this 1988 Restricted Stock Plan for Non-Employee Directors of the Company.


(i) "Retained Distributions" shall mean distributions which are retained by the Company pursuant to paragraph 6(b) of the Plan.


(j) "Restricted Shares" shall mean shares of Common Stock automatically granted to an Outside Director pursuant to paragraph 5 of the Plan.


(k) "Restriction Period" shall mean the period of time specified in paragraph 6(a) hereof applicable to all Restricted Shares granted under the Plan.


3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of paragraph 9 hereof, the maximum aggregate number of Restricted Shares which may be issued under the Plan shall be 145,692; provided, however, that any Restricted Shares
-------- ------- issued under the Plan which are forfeited by the terms of the Plan shall be deemed not to have been issued for the purpose of this paragraph 3 and shall again become available for grant while the Plan is in effect. No fractional shares of Common Stock shall be granted or issued under the Plan.


The Restricted Shares may be, in whole or in part, authorized but unissued shares of Common Stock or shares of Common Stock previously issued and outstanding and reacquired by the Company.


4. ELIGIBILITY. Subject to the last sentence of paragraph 5 hereof, the only persons eligible to participate in the Plan shall be Outside Directors.


5. ANNUAL GRANTS. Each Outside Director shall automatically be granted under the Plan, as of the conclusion of each annual meeting of stockholders of the Company (the "Grant Date"), commencing with the annual meeting to be held in 1990, that number of Restricted Shares equal to $30,000 divided by the Average Market Price of the Common Stock on the Grant Date, and, except as hereinafter provided, the Company


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shall promptly thereafter issue such shares, in each case without any further action required to be taken by the Board or any committee thereof. The Company shall not be required to issue fractions of Restricted Shares and in lieu thereof any fractional Restricted Share shall be rounded to the next whole number. Notwithstanding the foregoing, in the case of an Outside Director who, as of any Grant Date, has not continuously served as a member of the Board for a period of at least six consecutive months (a "new Outside Director"), the Restricted Shares granted to such new Outside Director on such Grant Date shall not be issued in such new Outside Director's name until six months after such new Outside Director shall have first become a new Outside Director. An individual who shall become an Outside Director subsequent to the date of the annual meeting of stockholders of the Company for any year shall first become eligible to participate in the Plan commencing on the date of the next annual meeting of stockholders of the Company.


6. RESTRICTION PERIOD; RESTRICTIONS APPLICABLE TO RESTRICTED SHARES; CERTIFICATES REPRESENTING RESTRICTED SHARES.


(a) All Restricted Shares granted to an Outside Director pursuant to the Plan shall be subject to the possibility of forfeiture and the restrictions set forth in paragraph 6(b) below for a period (the "Restriction Period") commencing on the date such Restricted Shares shall have been automatically granted to such Outside Director pursuant to paragraph 5 of the Plan and ending on the earliest of the following events:


(i) the date such Outside Director ceases to be a director of
the Company by reason of mandatory retirement pursuant to any policy or
plan of the Company applicable to Outside Directors;


(ii) the date such Outside Director, having been nominated for
reelection, is not reelected by the stockholders of the Company to serve as
a member of the Board;


(iii) the date of death of such Outside Director;


(iv) the date such Outside Director terminates


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service on the Board on account of medical or health reasons which render
such Outside Director unable to continue to serve as a member of the Board;
or


(v) the occurrence of a Change in Control of the Company (as
defined in paragraph 6(c) below).


;provided, however, that, in the discretion of the Board on a case by case -------- ------- basis, the Restriction Period applicable to all Restricted Shares granted to an Outside Director shall end and be deemed completed for all purposes of the Plan in the event an Outside Director (a "withdrawing Outside Director") terminates his or her service as a member of the Board (A) for reasons of personal or financial hardship; (B) to serve in any governmental, diplomatic or any other public service position or capacity; (C) to avoid or protect against a conflict of interest of any kind; (D) on the advice of legal counsel; or (E) for any other extraordinary circumstance that the Board determines to be comparable to the foregoing. The withdrawing Outside Director shall abstain from participating in any determination made by the Board with respect to any matter relating to the foregoing.


(b) Restricted Shares, when issued, will be represented by a stock certificate or certificates registered in the name of the Outside Director to whom such Restricted Shares shall have been granted. Each such certificate shall bear a legend in substantially the following form:


"The shares represented by this certificate are subject to the terms
and conditions (including forfeiture and restrictions against
transfer) contained in the Time Warner Inc. 1988 Restricted Stock Plan
for Non-Employee Directors. A copy of such Plan is on file in the
Office of the Secretary of Time Warner Inc."


Such certificates shall be deposited by such Outside Director with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan. Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate ...