America Online 2009 Annual Report Download - page 161

exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to
dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or
qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable
state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee
shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in
the Participant's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the
certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the
certificates themselves.
(iv) In the event of the Participant's death, the Vested Portion of an Option shall remain vested and exercisable by the Participant's executor or
administrator, or the person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of descent and
distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein
granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months
following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of
the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of
the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of
exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall terminate with respect to the Options evidenced by
this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the first anniversary of the date of termination of the Participant's
Employment with the Company or its Affiliates.
5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in
the Employment of the Company or any Affiliate. Further, the Company or its Affiliate may at any time dismiss the Participant or discontinue any other
relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.
6. Legend on Certificates. The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders
and other restrictions as the