SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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procedures, presumptions and remedies shall apply with respect to advancement
of expenses and the right to indemnification under this Article VI:     
     
     (a) Advancement of Expenses. All reasonable expenses (including attorneys'
  fees) incurred by or on behalf of the Indemnitee in connection with any
  Proceeding shall be advanced to the Indemnitee by the Corporation within 20
  days after the receipt by the Corporation of a statement or statements from
  the Indemnitee requesting such advance or advances from time to time, whether
  prior to or after final disposition of such Proceeding. Such statement or
  statements shall reasonably evidence the expenses incurred by the Indemnitee
  and, if required by law at the time of such advance, shall include or be
  accompanied by an undertaking by or on behalf of the Indemnitee to repay the
  amounts advanced if ultimately it should be determined that the Indemnitee is
  not entitled to be indemnified against such expenses pursuant to this Article
  VI.     
     
     (b) Procedure for Determination of Entitlement to Indemnification. (i) To
  obtain indemnification under this Article VI, an Indemnitee shall submit to
  the Secretary a written request, including such documentation and information
  as is reasonably available to the Indemnitee and reasonably necessary to
  determine whether and to what extent the Indemnitee is entitled to
  indemnification (the "Supporting Documentation"). The determination of the
  Indemnitee's entitlement to indemnification shall be made not later than 60
  days after receipt by the Corporation of the written request for
  indemnification together with the Supporting Documentation. The Secretary
  shall, promptly upon receipt of such a request for indemnification, advise the
  Board in writing that the Indemnitee has requested indemnification.     
     
     (ii) The Indemnitee's entitlement to indemnification under this Article
  VI shall be determined in one of the following ways: (A) by a majority vote
  of the Disinterested Directors (as hereinafter defined in Section 4(e) of
  this Article VI), whether or not they constitute a quorum of the Board, or
  by a committee of Disinterested Directors designated by a majority vote of
  the Disinterested Directors; (B) by a written opinion of Independent
  Counsel (as hereinafter defined in Section 4(e) of this Article VI) if (x)
  a Change in Control shall have occurred and the Indemnitee so requests or
  (y) there are no Disinterested Directors or a majority of such
  Disinterested Directors so directs; (C) by the stockholders of the
  Corporation; or (D) as provided in Section 4(c) of this Article VI.     
     
     (iii) In the event the determination of entitlement to indemnification
  is to be made by Independent Counsel pursuant to Section 4(b)(ii) of this
  Article VI, a majority of the Disinterested Directors shall select the
  Independent Counsel, but only an Independent Counsel to which the
  Indemnitee does not reasonably object; provided, however, that if a Change
  in Control shall have occurred, the Indemnitee shall select such
  Independent Counsel, but only an Independent Counsel to which a majority of
  the Disinterested Directors does not reasonably object.     
     
     (c) Presumptions and Effect of Certain Proceedings. Except as otherwise
  expressly provided in this Article VI, if a Change in Control shall have
  occurred, the Indemnitee shall be presumed to be entitled to
  indemnification under this Article VI (with respect to actions or omissions
  occurring prior to such Change in Control) upon submission of a request for
  indemnification together with the Supporting Documentation in accordance
  with Section 4(b)(i) of this Article VI, and thereafter the Corporation
  shall have the burden of proof to overcome that presumption in reaching a
  contrary determination. In any event, if the person or persons empowered
  under Section 4(b) of this Article VI to determine entitlement to
  indemnification shall not have been appointed or shall not have made a
  determination within 60 days after receipt by the Corporation of the
  request therefor, together with the Supporting Documentation, the
  Indemnitee shall be deemed to be, and shall be, entitled to indemnification
  unless (A) the Indemnitee misrepresented or failed to disclose a material
  fact in making the request for indemnification or in the Supporting
  Documentation or (B) such indemnification is prohibited by law. The
  termination of any Proceeding described in Section 1 of this Article VI, or
  of any claim, issue or matter therein, by judgment, order, settlement or
  conviction, or upon a plea of nolo contendere or its equivalent, shall not,
  of itself, adversely affect the right of the Indemnitee to indemnification
  or create a presumption that the Indemnitee did not act in good faith and
  in a manner which the Indemnitee reasonably believed to be in or not
  opposed to the best interests of the     
 
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