America Online 2009 Annual Report Download - page 172

The Company shall promptly pay, upon demand by the Participant, all legal fees, court costs, fees of experts and other costs and expenses which the
Participant incurred in any actual, threatened or contemplated contest of the Participant's interpretation of, or determination under, the provisions of this
paragraph 7.
8. Withholding Taxes. The Participant agrees that,
a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs
and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any applicable Federal, state, local or
foreign withholding tax due as a result of such payment or vesting. The Company's obligation to deliver the Shares subject to the RSUs or to pay
any Dividend Equivalents or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct from the Dividend Equivalent, Shares issued in connection with the vesting or Retained Distribution,
as applicable, or any payment of any kind otherwise due to the Participant any Federal, state, local or foreign withholding taxes due with respect
to such vesting or payment.
b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Participant to pay the required
withholding tax in cash, the Participant shall have the right to elect to pay the required withholding tax associated with a vesting with Shares to be
received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any
required withholding taxes shall be valued at the closing price of a Share as reported on the New York Stock Exchange Composite Tape on the
date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant who is
required to pay the required withholding tax in cash fails to do so within the time period established by the Company, then the Participant shall be
deemed to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with
conditions established by the Committee from time to time
c) Conditions to Payment of Taxes with Stock. Any election to pay withholding taxes with stock must be made on or prior to the Tax Date and
will be irrevocable once made.
9. Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in
this Agreement and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of
Section 10 of the Plan (generally relating to adjustments to the number of Shares subject to the Award, upon certain changes in capitalization and
certain reorganizations and other transactions).