America Online 2010 Annual Report Download - page 179

Participant's Employment is being terminated for Cause prior to the Participant's election to voluntarily terminate Employment without Good Reason,
then the provisions of Section 4(a)(v) shall control;
(iv) Termination other than for Cause. Subject to the provision of Section 4(a)(vi), if the Participant's Employment with the Company and its
Affiliates is terminated by the Company or an Affiliate for any reason other than by the Company or its Affiliates for Cause, unsatisfactory performance
or due to the Participant's death or Disability, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one
year 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;
(v) Termination by the Company for Cause. If the Participant's Employment with the Company and its Affiliates is terminated by the Company
or an Affiliate for Cause, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one month following
the date of such termination and (B) the Expiration Date; provided, however, that if the Participant is terminated by the Company or an Affiliate for
Cause on account of one or more acts of fraud, embezzlement or misappropriation committed by the Participant, the Vested Portion of the Option shall
immediately terminate in full and cease to be exercisable;
(vi) After a Change in Control. If the Participant's Employment with the Company and its Affiliates terminates after a Change in Control due to a
termination by the Company other than for Cause or due to the Participant's resignation 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), the Participant may exercise the
Vested Portion of the Option for a period ending on the earlier of (A) one year 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; and
(vii) Transfers of Employment. If (i) the Company or any Affiliate transfers the Participant's Employment to a corporation, company or other
entity that is not an Affiliate or (ii) the Affiliate with which the Participant has a service relationship ceases to be an Affiliate due to a sale or other
disposition by the Company or an Affiliate, the Option, to the extent not then vested, shall be immediately canceled by the Company without
consideration and the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of
such transfer, sale or other disposition 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.