America Online 2010 Annual Report Download - page 228

RSU Make-Good Program
Terms and Conditions
The RSU Make-Good Program is designed to compensate employees who forfeited Time Warner Inc. restricted stock units ("RSUs") upon the Spin-Off by
making cash payments to each such employee and to provide meaningful incentives for such employees to stay committed and productive during this time of
major organizational change. This letter sets forth the key terms and conditions of your participation in the RSU Make-Good Program.
1. RSU Make-Good Program
a. Cash Payments. The total amount of your potential cash payments is calculated using (A) the aggregate number of RSUs you forfeited upon the
Spin-Off that would have vested up to and including April 15, 2012, multiplied by (B) $31.05, which was the average of the high and low price
of a share of Time Warner Inc. common stock on the Spin-Off Date (the "Total Forfeited RSU Value"); provided that the Payment Conditions set
forth in Section 2 below have been satisfied. Subject to your continued employment with the Company on each of the following Vesting Dates,
you will receive a cash payment equal to the following:
Payment Date:
25% of the Total Forfeited RSU Value April 15, 2010
25% of the Total Forfeited RSU Value April 15, 2011
50% of the Total Forfeited RSU Value April 13, 2012
b. Payment Date. Subject to Section 2(d) below, each payment will be made in single cash lump sum on the regularly scheduled pay date listed
above. For the exact amount of your Total Forfeited RSU Value, please refer to the cover letter of this plan document.
2. Payment Conditions
a. Employment. You must be a full-time, active employee of the Company on each applicable Vesting Date, subject to the following conditions:
i. If your employment with the Company terminates or is terminated for any reason other than due to your death or disability prior to the
applicable payment date, you will forfeit your right to receive any cash payments.
b. Eligibility. Eligibility for participation in the RSU Make-Good Program shall be determined by the Company's Chief Executive Officer and
Executive Vice President of Human Resources and Corporate Services, at their sole discretion, and can be revised at any time for any reason not
prohibited by law.
c. Satisfactory Performance. You must perform your duties in a satisfactory fashion through each Vesting Date. Satisfactory performance shall be
determined by the Company's Chief Executive Officer and the Executive Vice President of Human Resources and Corporate Services, at their
sole and absolute discretion.
d. Withholdings. The Company will be entitled to withhold from any payment due to you any and all applicable income and employment taxes and
required deductions.
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