America Online 2009 Annual Report Download - page 157

(b) "Disability" means, "Disability" as defined in an employment agreement between the Company or any of its Affiliates and the Participant or,
if not defined therein or if there shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the Company's
long-term disability plan or policy, as in effect from time to time.
(c) "Employment Agreement" means the employment agreement originally made March 12, 2009 among AOL LLC, Time Warner Inc. and the
Participant, as amended.
(d) "Expiration Date" means the date set forth on the Notice (as defined below).
(e) "Good Reason" means "Good Reason" as defined in an employment agreement between the Company or any of its Affiliates and the
Participant or, if not defined therein or if there is no such agreement, "Good Reason" means (i) a breach by the Company or any Affiliate of any employment
or consulting agreement to which the Participant is a party and (ii) following a Change in Control, (x) the failure of the Company to pay or cause to be paid
the Participant's base salary or annual bonus when due or (y) any substantial and sustained diminution in the Participant's authority or responsibilities
materially inconsistent with the Participant's position; provided that either of the events described in clauses (x) and (y) will constitute Good Reason only if
the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; provided,
further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or the Participant's knowledge
thereof, unless the Participant has given the Company written notice of his or her termination of employment for Good Reason prior to such date.
(f) "Notice" means (i) the Notice of Grant of Stock Option that accompanies this Agreement, if this Agreement is delivered to the Participant in
"hard copy," and (ii) the screen of the website for the stock plan administration with the heading "Vesting Schedule and Details," which contains the details of
the grant governed by this Agreement, if this Agreement is delivered electronically to the Participant.
(g) "Plan" means the AOL Inc. 2010 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.
(h) "Retirement" means a voluntary termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more
years of service with the Company or any Affiliate or (ii) pursuant to a retirement plan or early retirement program of the Company or any Affiliate.
(i) "Vested Portion" means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.
2. Grant of Option. The Company hereby grants to the Participant the right and option (the "Option") to purchase, on the terms and conditions
hereinafter set forth, the number of Shares set forth on the Notice, subject to adjustment as set forth in the Plan. The