SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Online will be liable to America Online or its stockholders for monetary
damages for breach of fiduciary duty as a director.
 
   Time Warner. The Time Warner restated certificate of incorporation provides
that, to the fullest extent Delaware law permits the limitation or elimination
of the liability of directors, no director of Time Warner will be liable to
Time Warner or its stockholders for monetary damages for breach of fiduciary
duty as a director.
 
   AOL Time Warner. The AOL Time Warner restated certificate of incorporation
will provide that, to the fullest extent Delaware law permits the limitation or
elimination of the liability of directors, no director of AOL Time Warner will
be liable to AOL Time Warner or its stockholders for monetary damages for
breach of fiduciary duty as a director.
 
Indemnification of Directors and Officers
   
   General. Under Delaware law, a corporation generally may indemnify directors
and officers:     
 
  .  for actions taken in good faith and in a manner they reasonably believed
     to be in, or not opposed to, the best interests of the corporation; and
 
  .  with respect to any criminal proceeding, they had no reasonable cause to
     believe that their conduct was unlawful.
 
   In addition, Delaware law provides that a corporation may advance to a
director or officer expenses incurred in defending any action upon receipt of
an undertaking by the director or officer to repay the amount advanced if it is
ultimately determined that he or she is not entitled to indemnification.
   
   America Online. The America Online restated certificate of incorporation and
restated by-laws provide that any person who was or is a party or is threatened
to be a party to, or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, because that person is or was
a director or officer, or is or was serving at the request of America Online as
a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, will be indemnified and
held harmless by America Online to the fullest extent permitted by Delaware
law. The indemnification rights conferred by America Online are not exclusive
of any other right which persons seeking indemnification may be entitled under
any statute, America Online's restated certificate of incorporation or restated
by-laws, any agreement, vote of stockholders or disinterested directors or
otherwise. America Online is authorized to purchase and maintain insurance on
behalf of its directors and officers.     
   
   In addition, America Online may pay expenses incurred by its directors and
officers in defending a civil or criminal action, suit or proceeding because
they are directors or officers in advance of the final disposition of the
action, suit or proceeding. The payment of expenses will be made only if
America Online receives an undertaking by or on behalf of a director or officer
to repay all amounts advanced if it is ultimately determined that the director
or officer is not entitled to be indemnified by America Online, as authorized
by America Online's restated certificate of incorporation and restated by-laws.
       
   Time Warner. The Time Warner by-laws provide for indemnification, to the
fullest extent permitted by Delaware law, of any person who is or was a
director or officer of Time Warner and who is or was involved in any manner, or
who is threatened to be made involved in any manner, in any pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of Time Warner, or is or was
serving at the request of Time Warner as a director, officer, employee or agent
of another corporation, or of a partnership, joint venture, trust or other
enterprise, although no indemnification is available to a director or officer
with respect to a proceeding that was commenced by the director or officer
unless the proceeding was     
 
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