America Online 2010 Annual Report Download - page 191

shall be subject to all of the terms and provisions as provided in this Agreement and in the Plan, which are incorporated by reference herein and
made a part hereof, including, without limitation, the provisions of Section 10 of the Plan (generally relating to adjustments to the number of
Shares subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions).
10. Forfeiture. A breach of any of the foregoing restrictions or a breach of any of the other restrictions, terms and conditions of the Plan or this
Agreement, with respect to any of the RSUs or any Dividend Equivalents and Retained Distributions relating thereto, except as waived by the
Board or the Committee, will cause a forfeiture of such RSUs and any Dividend Equivalents or Retained Distributions relating thereto.
11. Right of Company to Terminate Employment. Nothing contained in the Plan or this Agreement shall confer on any Participant any right to
continue in the employ of the Company or any of its Affiliates and the Company and any such Affiliate shall have the right to terminate the
Employment of the Participant at any such time, with or without cause, notwithstanding the fact that some or all of the RSUs and related Retained
Distributions covered by this Agreement may be forfeited as a result of such termination. The granting of the RSUs under this Agreement shall
not confer on the Participant any right to any future Awards under the Plan.
12. Notices. Any notice which either party hereto may be required or permitted to give the other shall be in writing and may be delivered personally
or by mail, postage prepaid, addressed to AOL, Inc. at 770 Broadway, New York, New York, 1003, attention: General Counsel, and to the
Participant at his or her address, as it is shown on the records of the Company or its Affiliate, or in either case to such other address as the
Company or the Participant, as the case may be, by notice to the other may designate in writing from time to time.
13. Interpretation and Amendments. The Board and the Committee (to the extent delegated by the Board) have plenary authority to interpret this
Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the
administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the
provisions of the Plan, provided that no such amendment shall adversely affect the rights of the Participant under this Agreement without his or
her consent.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall
be binding upon and inure to the benefit of the Participant and his or her legatees, distributees and personal representatives.
15. Copy of the Plan and Documents. By entering into the Agreement, the Participant agrees and acknowledges that he or she has received and read
a copy of the Plan. The Participant acknowledges and agrees that the Participant may be entitled from time to time to receive certain other
documents related to the Company, including the