America Online 2010 Annual Report Download - page 188

any such termination and Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but no later than 60
days following such termination of Employment.
For purposes of this paragraph 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously
employed by the Company or any Affiliate regardless of the Participant's payroll status during such leave of absence if such leave of absence is
approved in writing by the Company or any Affiliate; provided, that such leave of absence constitutes a bona fide leave of absence and not a Separation
From Service under Treas. Reg. 1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent to the Company at 770 Broadway,
New York, New York, 1003, attention: General Counsel, but such notice shall not be required for the leave of absence to be considered approved.
In the event the Participant's Employment with the Company or any of its Affiliates is terminated, and subject to the terms of any employment
agreement entered into by the Participant and the Company that provides for the treatment of RSUs upon the Participant's termination of Employment
that is more favorable to the Participant that this Section 5, the Participant shall have no claim against the Company with respect to the RSUs and
related Retained Distributions, if any, other than as set forth in this paragraph 5, the provisions of this paragraph 5 being the sole remedy of the
Participant with respect thereto.
6. Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also
constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within
the meaning of Section 409A(a)(2)(A)(v) of the Code (a "409A Change of Control Event"), (A) the Award will vest in full upon the earlier of (i) the
expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its
Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant's
Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or
(II) by the Participant 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), and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as
practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto; provided, however,
that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as
described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had
occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be
treated as the Vesting Date.
7. Limitation on Acceleration. Notwithstanding any provision to the contrary in the Plan