America Online 2010 Annual Report Download - page 178

such absence, be deemed, by virtue of such absence alone, to have terminated Employment, except to the extent that the Committee so determines.
4. Exercise of Option.
(a) Period of Exercise. 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 or an Affiliate that provides for treatment of Options that is more favorable to the Participant than clauses (i) – (vii) of this
Section 4(a), the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the closing time of trading on the Expiration
Date (or 5:00 p.m. Eastern time on the Expiration Date, if earlier). Notwithstanding the foregoing, if the Participant's Employment terminates prior to the
Expiration Date, the Vested Portion of the Option shall remain exercisable for the period set forth below. In no event shall the Participant exercise the Vested
Portion of the Option after the Expiration Date. If the last day on which the Option may be exercised, whether the Expiration Date or due to a termination of
the Optionee's Employment prior to the Expiration Date, is a Saturday, Sunday or other day that is not a trading day on the New York Stock Exchange (the
"NYSE") or, if the Company's Shares are not then listed on the NYSE, such other stock exchange or trading system that is the primary exchange on which the
Company's Shares are then traded, then the last day on which the Option may be exercised shall be the preceding trading day on the NYSE or such other stock
exchange or trading system.
(i) Death or Disability. If the Participant's Employment with the Company and its Affiliates terminates due to the Participant's death or Disability,
the Participant (or his or her representative) may exercise the Vested Portion of the Option for a period ending on the earlier of (A) three (3) years
following the date of such termination and (B) the Expiration Date;
(ii) Retirement. If the Participant's Employment with the Company and its Affiliates terminates due to the Participant's Retirement, the Participant
may exercise the Vested Portion of the Option for a period ending on the earlier of (A) five (5) years following the date of such termination and (B) the
Expiration Date; provided, that if the Company or any Affiliate has given the Participant notice that the Participant's Employment is being terminated
for Cause prior to the Participant's election to terminate due to the Participant's Retirement, then the provisions of Section 4(a)(v) shall control;
(iii) Unsatisfactory Performance; Voluntary Termination without Good Reason. If the Participant's Employment with the Company and its
Affiliates is terminated by the Company or an Affiliate (other than after a Change in Control as set forth in Section 4(a)(vi)) for unsatisfactory
performance, but not for Cause (as determined in its sole discretion by the Company or any Affiliate), or the Participant voluntarily terminates
Employment at any time without Good Reason, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of
(A) three months following the date of such termination and (B) the Expiration Date; provided, that if Participant satisfies the age and service
requirements described in the definition of "Retirement," then the provisions of Section 4(a)(ii) shall control; provided further, that if the Company or
any Affiliate has given the Participant notice that the