UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 25, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2006, the Compensation and Human Development Committee of the
Board of Directors of Time Warner Inc. (the "Company") approved the grant of
250,000 restricted stock units to Paul T. Cappuccio, Executive Vice President
and General Counsel of the Company (the "Executive"), for purposes of retaining
the services of the Executive over the next four years. The award of restricted
stock units will vest in two equal installments, with one-half of the award
vesting on the third anniversary of the grant date and the remaining one-half of
the award vesting on the fourth anniversary of the grant date. Vesting of the
restricted stock units will occur immediately in the event of the Executive's
termination of employment due to death, disability, retirement or by the Company
without cause. Any unvested restricted stock units will not vest and will be
forfeited if the Executive terminates his employment voluntarily or it is
terminated by the Company for cause. The form of agreement for the award is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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10.1 Form of Restricted Stock Units Agreement, RSU Agreement,
Version 2 (Full Vesting on Termination without Cause).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIME WARNER INC.
/s/ Wayne H. Pace
By: ----------------------------------
Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
Date: October 27, 2006
EXHIBIT INDEX
Exhibit Description
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10.1 Form of Restricted Stock Units Agreement, RSU Agreement, Version
2 (Full Vesting on Termination without Cause).