SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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modification to the role, duties, authority or reporting line of the Chief
Executive Officer and (ii) the removal of Stephen M. Case from the office of
Chairman of the Board, any modification to the role, duties, authority or
reporting line of the Chairman of the Board, each shall require the affirmative
vote of 75% of the Whole Board. From and after the end of the period set forth
in the preceding sentence, any of the actions set forth in the immediately
preceding sentence may be taken upon the affirmative vote of the number of
directors which shall constitute, under the terms of these By-laws, the action
of the Board.
 
                                   ARTICLE VI
 
                                Indemnification
 
   SECTION 1. Right to Indemnification. The Corporation, to the fullest extent
permitted or required by the DGCL or other applicable law, as the same exists
or may hereafter be amended (but, in the case of any such amendment and unless
applicable law otherwise requires, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), shall indemnify
and hold harmless any person who is or was a director or officer of the
Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action, suit or proceedings by or in the
right of the Corporation to procure a judgment in its favor) (a "Proceeding")
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) (a "Covered Entity") against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding; provided, however, that the foregoing shall not apply to a
director or officer of the Corporation with respect to a Proceeding that was
commenced by such director or officer unless the proceeding was commenced after
a Change in Control (as hereinafter defined in Section 4(e) of this Article
VI). Any director or officer of the Corporation entitled to indemnification as
provided in this Section 1 is hereinafter called an "Indemnitee". Any right of
an Indemnitee to indemnification shall be a contract right and shall include
the right to receive, prior to the conclusion of any Proceeding, payment of any
expenses incurred by the Indemnitee in connection with such Proceeding,
consistent with the provisions of applicable law as then in effect and the
other provisions of this Article VI.
 
   SECTION 2. Insurance, Contracts and Funding. The Corporation may purchase
and maintain insurance to protect itself and any director, officer, employee or
agent of the Corporation or of any Covered Entity against any expenses,
judgments, fines and amounts paid in settlement as specified in Section 1 of
this Article VI or incurred by any such director, officer, employee or agent in
connection with any Proceeding referred to in Section 1 of this Article VI,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the DGCL. The Corporation may
enter into contracts with any director, officer, employee or agent of the
Corporation or of any Covered Entity in furtherance of the provisions of this
Article VI and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided or
authorized in this Article VI.
 
   SECTION 3. Indemnification Not Exclusive Right. The right of indemnification
provided in this Article VI shall not be exclusive of any other rights to which
an Indemnitee may otherwise be entitled, and the provisions of this Article VI
shall inure to the benefit of the heirs and legal representatives of any
Indemnitee under this Article VI and shall be applicable to Proceedings
commenced or continuing after the adoption of this Article VI, whether arising
from acts or omissions occurring before or after such adoption.
 
   SECTION 4. Advancement of Expenses; Procedures; Presumptions and Effect of
Certain Proceedings; Remedies. In furtherance, but not in limitation of the
foregoing provisions, the following
 
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