America Online 2010 Annual Report Download - page 185

Exhibit 10.11
RSU Standard Agreement
December 2010
AOL INC.
RESTRICTED STOCK UNITS 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 restricted stock
units (the "RSUs") 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, to the extent that such definition also constitutes such Participant
being considered "disabled" under Section 409A(a)(2)(C) of the Code.
c) "Good Reason" means "Good Reason" as defined in an employment agreement between the Company or any of its Affiliates and the Participant,
if any.