America Online 2009 Annual Report Download - page 169

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5. Termination of Employment.
Subject to the provisions of the Plan and this Agreement and the terms of any employment agreement entered into by the Participant and the
Company that provides for the treatment of RSUs that is more favorable to the Participant than this Section 5:
(a) If the Participant's Employment with the Company and its Affiliates is terminated by the Participant for any reason other than those described in
clauses (b) and (c) below prior to the Vesting Date with respect to any portion of the Award, then the RSUs covered by any such portion of the
Award and all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination, unless otherwise provided
in an employment agreement between the Participant and the Company or an Affiliate.
(b) If the Participant's Employment terminates (i) as a result of his or her death or Disability or (ii) as a result of his or her Retirement or is
terminated by the Company and its Affiliates for any reason other than for Cause on a date when the Participant satisfies the requirements for
Retirement, then the RSUs for which a Vesting Date has not yet occurred and all Retained Distributions relating thereto shall, to the extent the
RSUs were not extinguished prior to such termination of Employment, fully vest on the date of any such termination and Shares subject to the
RSUs shall be issued or transferred to the Participant, as soon as practicable, but no later than 90 days following such termination of
Employment.
(c) If the Participant's Employment is terminated by the Company and its Affiliates for any reason other than for Cause (unless such termination is
due to death or Disability), then a pro rata portion of the RSUs that were scheduled to vest on the next Vesting Date, and on any subsequent
Vesting Dates that occur during a Severance Period, and any Retained Distributions relating thereto, shall, to the extent the RSUs were not
extinguished prior to such termination of Employment, become vested, and Shares subject to such RSUs shall be issued or transferred to the
Participant on each such Vesting Date following such termination of Employment, determined as follows:
(x) the number of RSUs covered by the portion of the Award that were scheduled to vest on such Vesting Date multiplied by;
(y) a fraction, the numerator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there was no
prior Vesting Date) during which the Participant either remained in Employment or was within a covered Severance Period, and
the denominator of which shall be the number of days from the last Vesting Date (or the Date of Grant if there was no prior
Vesting Date).
If the product of (x) and (y) results in a fractional share, such fractional share shall be rounded to the next higher whole share.