America Online 2010 Annual Report Download - page 177

(f) "Participant" means the individual to whom the Option has 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 termination of employment by the Participant (i) following the attainment of age 55 with ten (10) or more years of
service with the Company or any Affiliate or (ii) pursuant to a retirement plan or early retirement program of the Company or any Affiliate.
(i) "Vested Portion" means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.
2. Grant of Option. The Company hereby grants to the Participant the right and option (the "Option") to purchase, on the terms and conditions
hereinafter set forth, the number of Shares set forth on the Notice, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the
Option (the "Option Price") shall be as set forth on the Notice. The Option is intended to be a non-qualified stock option, and as such is not intended to be
treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.
3. Vesting of the Option.
(a) In General. Subject to Sections 3(b) and 3(c), the Option shall vest and become exercisable at such times as are set forth in the Notice.
(b) Change in Control. Notwithstanding the foregoing, in the event of a Change in Control, the unvested portion of the Option, to the extent not
previously cancelled or forfeited, shall immediately become vested and exercisable upon the earlier of (i) the first anniversary of the Change in Control or
(ii) the termination of the Participant's Employment (A) by the Company other than for Cause (unless such termination is due to death or Disability) or (B) by
the Participant for Good Reason (if in an employment agreement between the Company or any of its Affiliates and the Participant includes a right of the
Participant to resign for Good Reason).
(c) Termination of Employment. If the Participant's Employment with the Company and its Affiliates terminates for any reason (including, unless
otherwise determined by the Committee, a Participant's change in status from an employee to a non-employee (other than director of the Company or any
Affiliate)), the Option, to the extent not then vested, shall be immediately canceled by the Company without consideration; provided, however, that if the
Participant's Employment terminates due to death or Disability, the unvested portion of the Option, to the extent not previously cancelled or forfeited, shall
immediately become vested and exercisable. The Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a) of this
Agreement. If the Participant is absent from work with the Company or with an Affiliate because of a temporary disability (any disability other than a
Disability), or on an approved leave of absence for any purpose, the Participant shall not, during the period of any