America Online 2009 Annual Report Download - page 168

with a bookkeeping entry equivalent to such dividend or distribution for each RSU held by the Participant on the record date for such dividend or
distribution, but the Company shall retain custody of all such dividends and distributions unless the Board has in its sole discretion determined that an
amount equivalent to such dividend or distribution shall be paid currently to the Participant (the "Retained Distributions"); provided, however, that if
the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of RSUs equal to the product of (I) the
aggregate number of RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the number of
Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same
restrictions as the RSUs to which they relate. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend Equivalents or
Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under the provisions
of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
4. Vesting and Delivery of Vested Securities.
a) Subject to the terms and provisions of the Plan and this Agreement, no later than 30 days after each Vesting Date with respect to the Award, the
Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Distributions, if
any, covered by that portion of the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such RSUs and any Retained
Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the
Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).
b) RSUs Extinguished. Upon each issuance or transfer of Shares in accordance with this Agreement, a number of RSUs equal to the number of
Shares issued or transferred to the Participant shall be extinguished and such number of RSUs will not be considered to be held by the Participant
for any purpose.
c) Final Issuance. Upon the final issuance or transfer of Shares and Retained Distributions, if any, to the Participant pursuant to this Agreement, in
lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.
d) Section 409A. Notwithstanding anything else contained in this Agreement, no Shares shall be issued or transferred to a Participant before the first
date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A of the Code.