America Online 2009 Annual Report Download - page 167

f) "Participant" means Timothy M. Armstrong, the individual to whom RSUs have been awarded hereunder pursuant to the Plan and shall have the
same meaning as may be assigned to the terms "Holder" or "Participant" in the Plan.
g) "Plan" means the AOL Inc. 2010 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.
h) "Retirement" means a voluntary termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more years
of service as an employee or a director with the Company or any Affiliate or (ii) pursuant to the retirement plan or program of the Company or
any Affiliate that is applicable to the Participant.
i) "Severance Period" means the period of time following a termination of Employment during which a Participant is entitled to receive both
salary continuation payments and continued participation under the health benefit plans of the Company or any of its Affiliates, whether pursuant
to an employment contract with, or a severance plan or other arrangement maintained by, the Company or any Affiliate. For the avoidance of
doubt, unless otherwise determined by the Committee, the Severance Period shall not include any time period following the date on which a
Participant commences employment with a subsequent employer that is not an Affiliate, regardless of whether the Participant continues to receive
salary continuation payments from the Company or any Affiliate after such date.
j) "Shares" means shares of Common Stock of the Company.
k) "Vesting Date" means each vesting date set forth in the Notice.
2. Grant of Restricted Stock Units. The Company hereby grants to the Participant (the "Award"), on the terms and conditions hereinafter set forth, the
number of RSUs set forth on the Notice. Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s)
specified herein. RSUs do not constitute issued and outstanding shares of Common Stock for any corporate purposes and do not confer on the
Participant any right to vote on matters that are submitted to a vote of holders of Shares. The RSUs granted hereby constitute a "Converted Award"
issued pursuant to Appendix A of the Plan and the "Converted AOL RSUs" described in Section 12.02 of the Employees Matter Agreement for the
"First Replacement RSUs" described in the Employment Agreement.
3. Dividend Equivalents and Retained Distributions. If on any date while RSUs are outstanding hereunder the Company shall pay any regular cash
dividend on the Shares, the Participant shall be paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend
paid on a Share (the "Dividend Equivalents") at the time that such dividends are paid to holders of Shares. If on any date while RSUs are outstanding
hereunder the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Participant shall be
credited