America Online 2010 Annual Report Download - page 212

by Company's Board of Directors (or any duly authorized committee thereof) in its sole discretion.
(ii) Company shall grant to Employee an equity award that shall have an equity value equal to two million five hundred thousand dollars
($2,500,000). Based on the equity value on the date of grant, sixty percent (60%) of the equity award will be comprised of restricted stock units
("RSUs") (rounded to the nearest whole number of units), and the remaining forty percent (40%) of the equity award will be comprised of stock options
("Stock Options") (rounded down to the nearest whole share). The grant date of the Stock Options and RSUs provided by this subsection shall be at the
earliest date in 2010 on which Company may make equity grants to its employees in compliance with federal and state securities laws, including,
without limitation, insider trading restrictions, as mutually agreed upon by Company and Employee and their counsel.
(iii) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd ) anniversary of the
Commencement Date; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary of the Commencement Date; and (C) the remaining
twenty-five percent (25%) shall vest on the fourth (4th) anniversary of the Commencement Date, provided, that Employee is employed with Company
on each applicable vesting date. If Employee's employment is terminated by 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 since the last vesting date (or since the Commencement Date if there is no prior vesting date), 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 Commencement Date, with twenty-five percent (25%) of such Stock Option
vesting on the first (1st) anniversary of the Commencement Date, and monthly thereafter, provided, that Employee is employed with 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 Company's Board of Directors and the terms and
conditions of the applicable equity award agreement and Company's applicable equity-based incentive compensation plan.
D. 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 she will be enrolled into the
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