America Online 2009 Annual Report Download - page 138

Stock Options and Restricted Stock Units: You will be granted an option to purchase 75,000 shares of Time Warner Inc. (Time Warner) common stock,
subject to Board of Director approval, vesting equally on an annual basis, over a four (4) year period (Stock Option grant). Additionally, you will receive a
one-time award of 20,000 restricted stock units (RSU's), subject to Board of Director approval, of which 50% will vest on the third anniversary of the award
date and the remaining 50% will vest on the fourth anniversary of the award date. Your Stock Option grant date and your RSU award date will be as soon as
possible following your first day of employment, pending Board of Director approval and administrative processing. The exercise price for your Stock Option
grant will be the Fair Market Value on your grant date which is determined by the average of the high and low sales prices of Time Warner common stock on
the NYSE on that day. (Note that AOL and Time Warner may discontinue granting options to purchase shares of Time Warner common stock at any time.)
Your Stock Option grant and your award of RSU's shall be governed in accordance with the terms and conditions of the plans, agreements and notices under
which they were issued.
Long-Term Incentive Program: You may participate in the Company's long-term incentive program at the sole discretion of the Company and in
accordance with the terms of the program. The Company will consider you among the pool of candidates eligible for the long-term incentive program in 2008
and thereafter; however, nothing in this letter shall be considered a guarantee of your participation in that program
Relocation Assistance: In addition to your salary, annual incentives, stock options and sign-on bonus, you will be eligible for relocation assistance, as set
forth in the enclosed copy of Executive Relocation Assistance Program D. You may initiate your relocation at any time within 12 months of starting
employment with AOL, Inc. All amounts paid to you or on your behalf for reimbursement of relocation expenses will be appropriately reported on your W-2
as either taxable or non-taxable income. If you resign from the Company within 12 months of initiating relocation, you will be required to repay in full, within
30 days, the total amount paid for relocation expenses either to you or on your behalf.
Please do not initiate any relocation activities without first contacting the relocation department. To initiate relocation, please contact Laurie Steinemer, Sr.
Relocation Consultant, at [email protected]. Please be advised that Relocation Department's receipt of your signed Reimbursement Agreement (Appendix
A) and Promissory Note (Appendix B) is required prior to payment of any approved relocation expenses.
Benefits: The Company offers a generous and comprehensive benefits package, including health, disability, and life insurance. You and your family members
will be eligible to participate in a full range of benefits in accordance with the Company's current eligibility requirements. It will be necessary for you to make
benefit elections within 30 days of your hire date with the Company. If you do not make an election within the designated timeframe, you will be enrolled into
the benefits default plan and you will be responsible for any associated costs. Employee benefits are subject to change at the sole discretion of the Company.
A copy of the benefits brochure is enclosed.
Vacation: You are eligible for four (4) weeks vacation annually, in addition to the company's recognized holidays and personal days.