America Online 2010 Annual Report Download - page 198

dollars ($3,000,000) at the date of grant (rounded to the nearest whole share) and shall be granted on the date Employee effectively commences
employment with the Company. Each equity award granted in the second, third and fourth fiscal year of the Employment Term shall have an equity
value at least equal to one million dollars ($1,000,000) at the dates of such grant (rounded to the nearest whole share). Based on the equity value on the
date of grant, sixty percent (60%) of each equity award will be comprised of stock options ("Stock Options"), and the remaining forty percent (40%) of
each equity award will be comprised of restricted stock units ("RSUs").
(iii) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the
date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five
percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, that Employee is employed with the Company on each
applicable vesting date. If Employee's employment is terminated by the Company without Cause under paragraph 5.A. or Employee resigns for Good
Reason under paragraph 5.E., then Employee shall be entitled to pro-rata vesting of any unvested RSUs outstanding (based on the number of days
Employee was employed during the year of termination and divided by 365, and then multiplied by the percentage of RSUs that would have vested on
the next vesting date following Employee's termination of employment). All other RSUs shall be forfeited on the date of Employee's termination of
employment.
(iv) Stock Options shall vest over four (4) years following the date of grant, with twenty-five percent (25%) of such Stock Option vesting on the
first (1st) anniversary of the date of grant, and monthly thereafter, provided, that Employee is employed with the Company on each applicable vesting
date. Any Stock Option that is unvested on the date of Employee's termination for any reason shall be forfeited on such date of termination.
(v) All equity awards shall be subject to approval by the Compensation Committee of the Company's Board of Directors and the terms and
conditions of the applicable equity award agreement and the Company's applicable equity-based incentive compensation plan.
E. Benefit Plans.
(i) Eligibility; Participation. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any
and all employee health and other welfare benefit plans (including, but not limited to, life insurance, health and medical, dental, and disability plans)
and other employee benefit plans, including, but not limited to, tax qualified retirement plans established by Company from time to time for the benefit
of employees of Company. Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be
entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. Nothing herein contained
shall be construed as requiring Company to establish or continue any particular benefit plan in discharge of its obligations under this Agreement.
(ii) Enrollment. It will be necessary for Employee to make benefit elections within 30 days of Employee's hire date with Company. If Employee
does not make an election within the designated timeframe, Employee hereby agrees that he/she will be enrolled into the benefits default plan and
Employee will be responsible for any associated costs. Employee benefits are subject to change at the sole discretion of Company.
F. Vacation; Relocation Benefits.
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