America Online 2009 Annual Report Download - page 158

purchase price of the Shares subject to the Option (the "Option Price") shall be as set forth on the Notice. The Option is intended to be a non-qualified stock
option, and as such is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended. The Option
granted hereby constitutes a "Converted Award" issued pursuant to Appendix A of the Plan and the "Converted AOL Options" described in Section 12.02 of
the Employees Matter Agreement for the "First Replacement Options" described in the Employment Agreement.
3. Vesting of the Option.
(a) In General. Subject to Sections 3(b) and 3(c), the Option shall vest and become exercisable at such times as are set forth in the Notice.
(b) Change in Control. Notwithstanding the foregoing, in the event of a Change in Control, the unvested portion of the Option, to the extent not
previously cancelled or forfeited, shall immediately become vested and exercisable upon the earlier of (i) the first anniversary of the Change in Control or
(ii) the termination of the Participant's Employment (A) by the Company other than for Cause (unless such termination is due to death or Disability) or (B) by
the Participant for Good Reason.
(c) Termination of Employment. If the Participant's Employment with the Company and its Affiliates terminates for any reason (including, unless
otherwise determined by the Committee, a Participant's change in status from an employee to a non-employee (other than director of the Company or any
Affiliate)), the Option, to the extent not then vested, shall be immediately canceled by the Company without consideration; provided, however, that if the
Participant's Employment terminates due to death, Disability or Retirement or if the Participant's Employment is terminated as a result of a termination
pursuant to Section 4.2 of the Employment Agreement and subject to Section 4.4 thereof, the unvested portion of the Option, to the extent not previously
cancelled or forfeited, shall immediately become vested and exercisable. The Vested Portion of the Option shall remain exercisable for the period set forth in
Section 4(a) of this Agreement. If the Participant is absent from work with the Company or with an Affiliate because of a temporary disability (any disability
other than a Disability), or on an approved leave of absence for any purpose, the Participant shall not, during the period of any such absence, be deemed, by
virtue of such absence alone, to have terminated Employment, except to the extent that the Committee so determines.
4. Exercise of Option.
(a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, and the terms of any employment agreement entered into by the
Participant and the Company or an Affiliate that provides for treatment of Options that is more favorable to the Participant than clauses (i) – (vii) of this
Section 4(a), the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the closing time of trading on the Expiration
Date (or 5:00 p.m. Eastern time on the Expiration Date, if earlier). Notwithstanding the foregoing, if the Participant's Employment terminates prior to the
Expiration Date, the Vested Portion of the Option shall remain exercisable for the period set forth below. If the last day on which the Option may be
exercised, whether the Expiration Date or due to a termination of the Optionee's