-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTgywCJoqS0TGAgU2YQ8CVuKRqFBlfBfRhfACG7q0tL7/vhoec7vO2q2AYhvOxIV Vx43ogBmdgBk+eVZz1vVHA== 0001105705-04-000042.txt : 20041103 0001105705-04-000042.hdr.sgml : 20041103 20041103091338 ACCESSION NUMBER: 0001105705-04-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 041114884 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 8-K 1 k8twi102804.txt TIME WARNER INC. FORM 8-K 10/28/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- 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 28, 2004 TIME WARNER INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-15062 13-4099534 -------- ------- ---------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) One Time Warner Center, New York, New York 10019 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 212-484-8000 ------------ (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (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 240.13-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Amendment of Employment Agreement with Don Logan On October 28, 2004, Time Warner Inc. (the "Company") and Don Logan entered into a letter amendment dated October 21, 2004 to Mr. Logan's employment agreement with the Company. The amendment, which was approved by the Compensation and Human Development Committee of the Board of Directors (the "Compensation Committee"), extends the term of Mr. Logan's employment as the Company's Chairman, Media and Communications Group, by two years to December 31, 2006. A copy of the amendment is filed as Exhibit 99.1 to this report and incorporated herein by reference. Mr. Logan's compensation and benefits will not change as a result of the amendment, with a minimum annual salary of $1 million, a discretionary cash bonus in a target amount of $4.5 million (subject to a maximum amount determined pursuant to the Company's Annual Bonus Plan for Executive Officers), and long-term incentive compensation through participation in the Company's stock option and other incentive compensation plans in amounts determined by the Compensation Committee. Mr. Logan also will continue to participate in the Company's retirement and benefit programs as provided under the employment agreement. The amendment contains a provision similar to the early termination right Mr. Logan had under the employment agreement with respect to 2002 and 2003. As amended, Mr. Logan can elect in September 2005 to terminate his full-time employment with the Company effective as of January 1, 2006 and become a part-time employee through December 31, 2009 at an annual salary equal to $1.25 million, but with no bonus. If Mr. Logan does not make such an election and the term of employment is not further extended, then beginning January 1, 2007 he will become a part-time employee of the Company through December 31, 2009 at an annual salary of $1.25 million, and retire from the Company effective December 31, 2009. Under the non-competition provisions, Mr. Logan cannot provide services to another entity that is in competition with the Company, as defined in the amendment, while he is employed by the Company, including during any period he is a part-time employee or during any severance period. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description - ------- ----------- 99.1 Letter Amendment dated October 21, 2004 to Employment Agreement between Time Warner Inc. and Don Logan (entered into October 28, 2004). 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. By: /s/ Wayne H. Pace ----------------------------------- Name: Wayne H. Pace Title: Executive Vice President and Chief Financial Officer Date: November 3, 2004 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Letter Amendment dated October 21, 2004 to Employment Agreement between Time Warner Inc. and Don Logan (entered into October 28, 2004). EX-99.1 2 exhibit991twi8k102804.txt TIME WARNER INC. FORM 10-K EXHIBIT 99.1 Exhibit 99.1 October 21, 2004 Mr. Don Logan One Time Warner Center New York, NY 10019 Dear Don: You are currently employed by Time Warner Inc. pursuant to an Employment Agreement between you and Time Inc. effective as of January 1, 2002. You and Time Warner Inc. desire to amend the Employment Agreement and therefore agree as follows: 1. The Employment Agreement shall be between you and Time Warner Inc., a Delaware corporation (the "Company"). For purposes of clarity and to avoid confusion, all references in the Employment Agreement to the "Company" shall mean Time Warner Inc., all references to AOL Time Warner or "AOLTW" shall mean Time Warner Inc., and all references in the alternative to the "Company or AOLTW" shall mean Time Warner Inc. singularly. 2. The Term Date is hereby amended to be December 31, 2006, subject, however, to earlier termination as set forth in the Employment Agreement and this letter. 3. Section 2 of the Employment Agreement is hereby deleted and replaced with the following: 2. Employment. During the term of employment, you shall serve as Chairman of the Media and Communications Group of the Company ("Group Chairman") and shall report to the Chairman and Chief Executive Officer of the Company. You shall have the authority, functions, duties, powers and responsibilities normally associated with such position and such additional authority, functions, duties, powers and responsibilities as the Chairman and CEO and the Board of Directors may from time to time delegate to you in addition thereto consistent with your position with the Company. You shall, subject to your election as such from time to time and without additional compensation, serve during the term of employment in such additional offices of comparable or greater stature and responsibility in the Company and its subsidiaries, to which you may be elected from time to time. During your employment, (i) your services shall be rendered on a full-time basis and you will apply all of your skill and experience to the performance of your duties, (ii) except as may be approved by the Chairman and Chief Executive Officer of the Company, you shall have no other employment and no outside business activities which require the devotion of substantial amounts of your time, and (iii) unless you consent otherwise, the place for the performance of your services shall be the principal executive offices of the Company in the New York City metropolitan area, subject to such reasonable travel as may be required in the performance of your duties. The foregoing shall be subject to the Company's written policies, as in effect from time to time, regarding vacations, holidays, illness and the like, and shall not prevent you from devoting such time to your personal affairs as shall not interfere with your duties hereunder. 4. Section 3.2 of the Agreement is hereby deleted and replaced by the following: 3.2 Bonus. In addition to Base Salary, you may be entitled to receive during the term of employment an annual cash bonus ("Bonus") subject to and pursuant to the Company's Annual Bonus Plan for Executive Officers (such plan, together with any successor plan of the Company intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code) being hereinafter referred to as the "Annual Bonus Plan"). Although your Bonus is fully discretionary, your target annual Bonus is $4,500,000. Payments of any bonus compensation under this Section 3.2 shall be made in accordance with the Company's then current practices and policies with respect to its senior executives, but in no event later than 90 days after the end of the period for which the bonus is payable. 5. Section 3.3 of the Agreement is hereby deleted and replaced by the following: 3.3 Long Term Incentive Compensation. The Company shall provide you with long term incentive compensation with an annualized competitive target award as reasonably determined by the Compensation and Human Development Committee of the Company's Board of Directors in good faith from time to time, through a combination of stock option grants, restricted stock grants and any other long-term plan as may be developed (in proportions to be determined annually by the Committee in its sole discretion). The parties acknowledge that the grants made in 2004 were targeted to a competitive level of $7,000,000. 6. In Section 4.2.2 of the Agreement, the reference to January 1, 2005 and December 31, 2004 are hereby changed to January 1, 2007 and December 31, 2006 respectively 7. Section 4.4 of the Agreement is hereby deleted and replaced by the following: 4.4 Special Early Termination Right. At any time during the month of September 2005 during the term of employment, you may elect by notice to the Company to terminate your full time employment with the Company, effective as of January 1, 2006, and to thereafter become a part time employee of the Company on the terms and for the period provided in Section 12 hereof. During the period following an early termination notice 2 provided herein, you shall continue to perform your responsibilities and to assist the Company to effect an orderly transition to your successor, and the Company shall (i) continue to pay you Base Salary until the effective date of termination of your full time employment, and (ii) pay you a Bonus in an amount determined pursuant to the Company's Annual Bonus Plan. 8. The second sentence of Section 9.2 is hereby deleted and replaced by the following: For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: any person or entity that engages in any line of business that is substantially the same as either (i) any line of business which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct or (ii) any operating business that was engaged in or conducted by the Company and as to which, to your knowledge, the Company covenants, in writing, not to compete in connection with the disposition of such business, in either case having revenues in excess of $100 million per annum, except that (a) you may not acquire an ownership interest during the term of employment in any such person or entity in which the Company, directly or indirectly, has an ownership interest, and (b) you may not acquire an ownership interest during the term of employment through the Advisory Period or the Severance Period, as applicable, in any such person in which the Chairman and Chief Executive Officer determines that the Company may itself wish to acquire such an interest. 9. Sections 11.1 and 11.2 of the Employment Agreement are hereby deleted and replaced with the following: 11.1 If to the Company: Time Warner Inc. One Time Warner Center New York, NY 10019-8016 Attention: General Counsel with a copy, addressed to: Senior Vice President, Global Compensation and Benefits 11.2 If to you, to your residence address set forth on the records of the Company, with a copy to each of: Paul Ritter, Esq. Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York, NY 10036 3 And Stanley H. Pantowich TAG Associates LLC 75 Rockefeller Plaza - Suite 900 New York, NY 10019 10. The first sentence of Section 12 is hereby deleted and replaced by the following: 12. Advisory Services. Following the (i) expiration of the term of employment on the Term Date, (ii) the early termination of the term of employment pursuant to Section 4.4 hereof, or (iii) the Disability Date as provided in Section 5 hereof, as applicable, you shall become a part time employee of the Company on the terms provided in this Section 12 for a period terminating on the applicable date set forth below (the "Advisory Period"): Commencement of Advisory Period Termination of Advisory Period - ------------------------------- ------------------------------ Immediately following Disability Date 5th anniversary of Disability Date 1/1/06 (following notice in 9/05) 12/31/09 1/1/07 (following end of contract term) 12/31/09 11. Section 12 is hereby amended to provide that in addition to the organizations described in Section 12 with which you may accept full-time employment during the Advisory Period, so long as you are able to fulfill your obligations to the Company with respect to services to be provided to the Company during the Advisory Period, you may provide full-time services to any third party that is not in competition with the Company as described in Section 9.2(y) hereof during the Advisory Period and any compensation earned by you from such employment shall not reduce the compensation payable to you by the Company under Section 12. Except as amended hereby, the Employment Agreement shall remain in full force and effect. Please indicate your agreement with the terms of this letter by signing and returning the enclosed copy. TIME WARNER INC. /s/ Richard D. Parsons /s/ Don Logan - ---------------------- Don Logan 4 -----END PRIVACY-ENHANCED MESSAGE-----