America Online 2009 Annual Report Download - page 165
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Exhibit 10.39
Restricted Stock Units Agreement
General Terms and Conditions
This RESTRICTED STOCK UNITS AGREEMENT (this "Agreement"), dated as of December 9, 2009, is by and between AOL Inc., a
Delaware corporation (the "Company"), and Timothy M. Armstrong.
WHEREAS, the Participant, an employee and officer of the Company and formerly an officer and employee of AOL, LLC, ("AOL LLC") a
Delaware limited liability company and subsidiary of Time Warner Inc., a Delaware corporation ("TWX"), was granted restricted stock units of TWX on
April 15, 2009 pursuant to a stock incentive plan of TWX ("TWX RSUs");
WHEREAS, the Company, and TWX entered into that certain Separation and Distribution Agreement, dated as of November 16, 2009 (the
"Separation Agreement"), in which TWX agreed to distribute to its shareholders its entire interest in the Company by way of a stock dividend to be made to
holders of TWX common stock;
WHEREAS, the distribution of AOL Inc. shares of common stock to TWX shareholders contemplated by the Separation Agreement (the
"Distribution") occurred on December 9, 2009;
WHEREAS, in connection with the Distribution, the Company, TWX, and AOL LLC entered into that certain Employee Matters Agreement with
regard to certain employment, compensation and employee benefits matters, dated as of November 16, 2009 (the "Employee Matters Agreement");
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of
this Agreement; and
WHEREAS, pursuant to Section 12.02 of the Employee Matters Agreement and Appendix A of the Plan, the Participant's TWX RSUs shall be
converted into restricted stock units of the Company (the "RSUs") and subject to the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan.
a) "Cause" means, "Cause" 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, "Cause" means (i) Participant's continued failure substantially to perform such Participant's
duties (other than as a result of total or