America Online 2010 Annual Report Download - page 186

d) "Notice" means (i) the Notice of Grant of Restricted Stock Units that accompanies this Agreement, if this Agreement is delivered to the
Participant in "hard copy," and (ii) the screen of the website for the stock plan administration, which contains the details of the grant governed by
this Agreement, if this Agreement is delivered electronically to the Participant.
e) "Participant" means an individual to whom RSUs have been awarded pursuant to the Plan hereunder and shall have the same meaning as may be
assigned to the terms "Holder" or "Participant" in the Plan.
f) "Plan" means the AOL Inc. 2010 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.
g) "Shares" means shares of Common Stock of the Company.
h) "Vesting Date" means each vesting date set forth in the Notice.
2. Grant of Restricted Stock Units. The Company hereby grants to the Participant (the "Award"), on the terms and conditions hereinafter set forth, the
number of RSUs set forth on the Notice. Each RSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s)
specified herein. RSUs do not constitute issued and outstanding shares of Common Stock for any corporate purposes and do not confer on the
Participant any right to vote on matters that are submitted to a vote of holders of Shares.
3. Dividend Equivalents and Retained Distributions. If on any date while RSUs are outstanding hereunder the Company shall pay any regular cash
dividend on the Shares, the Participant shall be paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend
paid on a Share (the "Dividend Equivalents") at the time that such dividends are paid to holders of Shares. If on any date while RSUs are outstanding
hereunder the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Participant shall be
credited with a bookkeeping entry equivalent to such dividend or distribution for each RSU held by the Participant on the record date for such dividend
or distribution, but the Company shall retain custody of all such dividends and distributions unless the Board has in its sole discretion determined that
an amount equivalent to such dividend or distribution shall be paid currently to the Participant (the "Retained Distributions"); provided, however, that
if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of RSUs equal to the product of
(I) the aggregate number of RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (II) the
number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to
the same restrictions as the RSUs to which they relate. Notwithstanding anything else contained in this paragraph 3, no payment of Dividend
Equivalents or Retained Distributions shall occur before the first date on which a payment could be made without subjecting the Participant to tax under
the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").