America Online 2009 Annual Report Download - page 160

(v) Termination by the Company for Cause. If the Participant's Employment with the Company and its Affiliates is terminated by the Company
or an Affiliate for Cause, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one month following
the date of such termination and (B) the Expiration Date; provided, however, that if the Participant is terminated by the Company or an Affiliate for
Cause on account of one or more acts of fraud, embezzlement or misappropriation committed by the Participant, the Vested Portion of the Option shall
immediately terminate in full and cease to be exercisable;
(vi) After a Change in Control. If the Participant's Employment with the Company and its Affiliates terminates after a Change in Control due to a
termination by the Company other than for Cause or due to the Participant's resignation for Good Reason, the Participant may exercise the Vested
Portion of the Option for a period ending on the earlier of (A) one year following the date of such termination and (B) the Expiration Date; provided
that if Participant satisfies the age and service requirements described in the definition of "Retirement," then the provisions of Section 4(a)(ii) shall
control; and
(vii) Transfers of Employment. If (i) the Company or any Affiliate transfers the Participant's Employment to a corporation, company or other
entity that is not an Affiliate or (ii) the Affiliate with which the Participant has a service relationship ceases to be an Affiliate due to a sale or other
disposition by the Company or an Affiliate, the Option, to the extent not then vested, shall be immediately canceled by the Company without
consideration and the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of
such transfer, sale or other disposition and (B) the Expiration Date; provided that if Participant satisfies the age and service requirements described in
the definition of "Retirement," then the provisions of Section 4(a)(ii) shall control.
(b) Method of Exercise.
(i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option may be exercised by delivering to the Company at its principal
office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the
number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and
shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the
Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the
Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to
time by the Committee or generally accepted accounting principles); (C) partly in cash and partly in Shares; or (D) if there is a public market for the
Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the
Shares otherwise deliverable upon the