America Online 2010 Annual Report Download - page 187

4. Vesting and Delivery of Vested Securities.
a) Subject to the terms and provisions of the Plan and this Agreement, no later than 60 days after each Vesting Date with respect to the Award, the
Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Distributions, if
any, covered by that portion of the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such RSUs and any Retained
Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the
Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).
b) RSUs Extinguished. Upon each issuance or transfer of Shares in accordance with this Agreement, a number of RSUs equal to the number of
Shares issued or transferred to the Participant shall be extinguished and such number of RSUs will not be considered to be held by the Participant
for any purpose.
c) Final Issuance. Upon the final issuance or transfer of Shares and Retained Distributions, if any, to the Participant pursuant to this Agreement, in
lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.
d) Section 409A. Notwithstanding anything else contained in this Agreement, no Shares shall be issued or transferred to a Participant 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 Code.
5. Termination of Employment.
Subject to the provisions of the Plan and this Agreement and the terms of any employment agreement between the Company or any of its
Affiliates and the Participant that provides for the treatment of RSUs that is more favorable to the Participant than this Section 5:
(a) If the Participant's Employment with the Company and its Affiliates is terminated by the Participant for any reason other than those described in
clause (b) below prior to the Vesting Date with respect to any portion of the Award, then the RSUs covered by any such portion of the Award and
all Retained Distributions relating thereto shall be completely forfeited on the date of any such termination.
(b) If the Participant's Employment terminates as a result of his or her death or Disability, then the RSUs for which a Vesting Date has not yet
occurred and all Retained Distributions relating thereto shall, to the extent the RSUs were not extinguished prior to such termination of
Employment, fully vest on the date of