America Online 2009 Annual Report Download - page 166

partial incapacity due to physical or mental illness) for a period of ten (10) days following written notice by the Company or any of its Affiliates
to the Participant of such failure, (ii) dishonesty in the performance of the Participant's duties, (iii) Participant's conviction of, or plea of nolo
contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral
turpitude, (iv) Participant's insubordination, willful malfeasance or willful misconduct in connection with Participant's duties or any act or
omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates, or (v) Participant's breach of
any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject. The determination of the Committee as to
the existence of "Cause" will be conclusive on the Participant and the Company.
b) "Disability" means, "Disability" 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 shall be no such agreement, "disability" of the Participant shall have the meaning ascribed to such term in the
Company's long-term disability plan or policy, as in effect from time to time, to the extent that such definition also constitutes such Participant
being considered "disabled" under Section 409A(a)(2)(C) of the Code.
c) "Employment Agreement" means the employment agreement originally made March 12, 2009 among AOL LLC, Time Warner Inc. and the
Participant, as amended.
d) "Good Reason" means "Good Reason" 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, "Good Reason" means (i) the failure of the Company to pay or cause to be paid the
Participant's base salary or annual bonus when due or (ii) any substantial and sustained diminution in the Participant's authority or responsibilities
materially inconsistent with the Participant's position; provided that either of the events described in clauses (i) and (ii) will constitute Good
Reason only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which
constitutes Good Reason; provided, further, that "Good Reason" will cease to exist for an event on the sixtieth (60th) day following the later of its
occurrence or the Participant's knowledge thereof, unless the Participant has given the Company written notice of his or her termination of
employment for Good Reason prior to such date.
e) "Notice" means (i) the Notice of Grant of Restricted Stock Units that accompanies this Agreement, if this Agreement is delivered to the
Participant in "hard copy," and (ii) the screen of the website for the stock plan administration with the heading "Vesting Schedule and Details,"
which contains the details of the grant governed by this Agreement, if this Agreement is delivered electronically to the Participant.