America Online 2009 Annual Report Download - page 163

price, vesting type, vesting dates, expiration dates, and any other information regarding options that have been granted, canceled, vested, unvested,
exercisable, exercised or outstanding) with respect to the Participant, estimated tax withholding rate, brokerage account number (if applicable), and brokerage
fees (the "Data"). Participant understands that Data may be collected from the Participant directly or, on Company's request, from Participant's local
employer. Participant understands that Data may be transferred to third parties assisting the Company in the implementation, administration and management
of the Plan, including the brokers approved by the Company, the broker selected by the Participant from among such Company-approved brokers (if
applicable), tax consultants and the Company's software providers (the "Data Recipients"). Participant understands that some of these Data Recipients may
be located outside the Participant's country of residence, and that the Data Recipient's country may have different data privacy laws and protections than the
Participant's country of residence. Participant understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as
may be required for the administration of the Plan and/or the subsequent holding of shares of common stock on the Participant's behalf by a broker or other
third party with whom the Participant may elect to deposit any shares of common stock acquired pursuant to the Plan. Participant understands that Data will
be held only as long as necessary to implement, administer and manage the Participant's participation in the Plan. Participant understands that Data may also
be made available to public authorities as required by law, e.g., to the U.S. government. Participant understands that the Participant may, at any time, review
Data and may provide updated Data or corrections to the Data by written notice to the Company. Except to the extent the collection, use, processing or
transfer of Data is required by law, Participant may object to the collection, use, processing or transfer of Data by contacting the Company in writing.
Participant understands that such objection may affect his/her ability to participate in the Plan. Participant understands that he/she may contact the Company's
Stock Plan Administration to obtain more information on the consequences of such objection.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to
conflicts of laws, and any and all disputes between the Participant and the Company or any Affiliate relating to the Option shall be brought only in a state or
federal court of competent jurisdiction sitting in Manhattan, New York, and the Participant and the Company and any Affiliate hereby irrevocably submit to
the jurisdiction of any such court and irrevocably agree that venue for any such action shall be only in any such court.
13. Entire Agreement. This Agreement, together with the Notice and the Plan, and your Employment Agreement embody the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings
relating to the subject matter hereof. This Agreement and the Notice shall be subject to and governed by the Plan, and in the event of any inconsistency
between the provisions of this Agreement or the Notice and the provisions of the Plan, the provisions of the Plan shall govern. In the event of any ambiguity,
conflict or inconsistency between any of this Agreement, the Notice or the Plan, on the one hand, and the Employment Agreement, on the other hand, the
terms of the Employment Agreement shall take precedence and control.