America Online 2010 Annual Report Download - page 176

Exhibit 10.9
Share Retention Version
December 2010
AOL INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of
this Agreement; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Option
provided for herein to the Participant pursuant to the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
1. Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan.
(a) "Cause" means, "Cause" 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, "Cause" means (i) Participant's continued failure substantially to perform such Participant's duties (other than
as a result of total or 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.
(c) "Expiration Date" means the date set forth on the Notice (as defined below).
(d) "Good Reason" means "Good Reason" as defined in an employment agreement between the Company or any of its Affiliates and the
Participant, if any.
(e) "Notice" means (i) the Notice of Grant of Stock Option 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, which contains the details of the grant governed by this Agreement, if this
Agreement is delivered electronically to the Participant.