America Online 2010 Annual Report Download - page 180

(b) Method of Exercise.
(i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option may be exercised by delivering to the Company at its principal
office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the
number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and
shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the
Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the
Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to
time by the Committee or generally accepted accounting principles); (C) partly in cash and partly in Shares; or (D) if there is a public market for the
Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the
Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price.
No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the
Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or
qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable
state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee
shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in
the Participant's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the
certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the
certificates themselves.
(iv) In the event of the Participant's death, the Vested Portion of an Option shall remain vested and exercisable by the Participant's executor or
administrator, or the person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of descent and
distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein
granted subject to the terms and conditions hereof.
5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in
the Employment of the