America Online 2010 Annual Report Download - page 225

(iii) Prior to the end of the Bonus Period, as a result of an "AOL Change of Control Transaction", as defined as you no longer having a
position with the Company, the Company agrees to terminate your employment and characterize such termination as a termination
without cause for purposes of paragraph 2(a)(i) above. For purposes of this Retention Bonus Program, an "AOL Change in Control
Transaction" means a transaction that results in (i) a transfer by the Company or any Affiliate of the Company of your employment to a
corporation, company or other entity whose financial results are not consolidated with those of the Company or Time Warner, or (ii) a
change in the ownership structure of the Company or Affiliate with which you are employed such that the Company's or Affiliate's
financial results are no longer consolidated with those of Time Warner.
(iv) For purposes of this Paragraph, "cause" means: (i) your conviction of, or nolo contendere or guilty plea to, a felony (whether any right to
appeal has been or may be exercised); (ii) your failure, in the sole discretion of the Company, to satisfactorily perform your duties and
responsibilities for the Company; (iii) fraud, embezzlement, misappropriation, or material destruction of Company property by you;
(iv) your breach of any statutory or common law duty of loyalty to the Company; (v) your violation of the Company's Confidentiality,
Non-competition and Proprietary Rights Agreement (the "CNPR Agreement") or the Standards of Business Conduct; (vi) your improper
conduct substantially prejudicial to the Company's business; or (vii) your failure to cooperate in any internal or external investigation
involving the Company.
b. Eligibility. Eligibility for participation in the Retention Bonus Program shall be determined by the Executive Vice President, Business
Development and General Counsel and the Executive Vice President of the Human Resources department, at their sole and absolute discretion,
and can be revised at any time, with or without notice, for any reason not prohibited by law.
c. Satisfactory Performance. You must perform your position in a satisfactory fashion throughout the entire Bonus Period. Satisfactory performance
shall be determined by the Executive Vice President, Business Development and General Counsel and the Executive Vice President of the
Human Resources department, at their sole and absolute discretion. If you are on a Performance Improvement Plan at the time of payout, you will
not be deemed eligible to receive a bonus payment.
d. Leave of Absence. If you are on an approved leave of absence during the Bonus Period, you shall receive a Bonus Payment only upon your return
to work. If you do not return from a leave of absence, you will not receive a Bonus Payment.
e. Payment Dates and Withholdings. Any Bonus Payment to which you may be awarded under this Retention Bonus Program shall be paid, less
applicable withholdings, on your next regularly scheduled pay date following the end of the Bonus Period, unless local law requires that it be
paid sooner. If AOL terminates your employment without cause as referenced in paragraph 2(a)(i) above, AOL will pay any remaining, unpaid
Bonus Payment, less applicable