America Online 2010 Annual Report Download - page 246

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Client Applications and [****] Websites, means [****]%; and (iii) "Revenue Share Percentage" of Transaction Revenues generated from [****]
Client Applications and [****] Websites, means [****] %, each of (i), (ii), and (iii) are subject to adjustment in accordance with 5.2(e) below.
For clarity, (x) "Revenue Share Percentage" of Transaction Revenues generated from [****] Client Applications and [****] Websites that
resolve to an AOL Website search results page will be [****] %, and (y) "Revenue Share Percentage" of Transaction Revenues generated from
[****] Client Applications and [****] Websites thar resolve to an AOL Website search results page will be [****] %. For example, a Query
from the [****] toolbar that resolves to a standard AOL Search results page that does not contain any [****] would receive [****]%.
9. Change in Definition of Transaction Revenues. The definition of Transaction Revenues in Exhibit A of the Existing Agreement is hereby deleted in
its entirety and restated as follows:
Transaction Revenues. All Gross Revenues net of (i) [****]; (ii) Taxes actually paid by Google as set forth in Section 5.5; (iii) a [****] of
[****]% of such [****] (such [****]%, the "[****] Percentage"); and (iv) AOL Proportionate Share of Agency Fees.
10. Amendment to Section 2.1.1(b). The second to the last sentence of Section 2.1.1(b) (Maintenance of AOL Directory Service; Additional Domestic
Implementation and Additional Broadband Implementation) of the Existing Agreement is hereby deleted.
11. [****] Payments.
11.1 Section 5.1 ([****] Payments) of the Existing Agreement is hereby deleted in its entirety and restated as follows, effective as of the
Thirtieth Amendment Effective Date.
5.1 [****] Payments.
(i) During each Year, Google shall pay to AOL [****] payments with respect to each of the First Quarter (such payment with respect
to such Quarter, the "First Quarter [****] Payment" for such Year), the Second Quarter (such payment with respect to such
Quarter, the "Second Quarter [****] Payment" for such Year), the Third Quarter (such payment with respect to such Quarter, the
"Third Quarter [****] Payment" for such Year ), and the Fourth Quarter (such Payment with respect to such Quarter, the "Fourth
Quarter [****] Payment" for such Year) (each such payment a "Quarterly [****] Payment" and collectively, with respect to any
given Year the "Annual [****] Payment").
(ii) Google shall pay to AOL each Annual [****] Payment as follows:
(a) First Quarter [****] Payment for such [****] Year = [****] Percent ([****]%) of [****] AOL Share which is due on
August 17 of the current Year; provided, however, the First Quarter [****] Payment for Year 8 will be due no later than
[****] after the Thirtieth Amendment Effective Date;
(b) Second Quarter [****] Payment for such [****] Year = [****] Percent ([****]%) of [****] AOL Share which is due on
[****] of such upcoming Year;
(c) Third Quarter [****] Payment for such [****] Year = [****] Percent ([****]%) of [****] AOL Share which is due on
[****] of the Second Quarter of such upcoming Year; and
(d) Fourth Quarter [****] Payment for such Year = [****] Percent ([****]%) of [****] AOL Share which is due on [****] of
the Third Quarter of such upcoming Year.
With respect to all [****] Payments, if the payment date falls on a non-Business Day, the payment will be due and payable the next
Business Day.
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