America Online 2010 Annual Report Download - page 247

EXECUTION COPY
"[****] AOL Share" means [****] percent ([****]%) of the total AOL Annual Share for the [****] (i.e., the Year [****]
referenced in clauses (a) through (d) above), as [****] based on the [****] AOL Share for the [****] Quarters of such Year. For
example: if in [****], AOL Share in the First Quarter is $[****], AOL Share in the Second Quarter is $[****], and the AOL Share
in the Third Quarter is $[****], then because [****], the [****] AOL Share will be [****] ([****]%) of the [****], which is $
[****].
(iii) For the Last Quarter only, there shall be no [****] Payment and Google shall pay to AOL within [****] ([****]) days following
the expiration of the Term the actual Revenue Share Percentage generated in the Last Quarter.
(iv) "AOL Properties" as used in connection with this Section 5.1 only, means the AOL Service, AOL.com, the CompuServe Service,
CompuServe.com, and Netscape.
11.2 The definition of "Last Quarter" in Exhibit A of the Existing Agreement is deleted in its entirety and replaced as follows:
Last Quarter. October 1, 2015 through December 31, 2015.
11.3 The following new definitions are added to Exhibit A of the Existing Agreement:
Year 8. The period commencing on the date following the conclusion of Year 7, continuing through September 30, 2011.
Year 9. The period commencing on the date following the conclusion of Year 8, continuing through September 30, 2012.
Year 10. The period commencing on the date following the conclusion of Year 9, continuing through September 30, 2013.
Year 11. The period commencing on the date following the conclusion of Year 10, continuing through September 30, 2014.
Year 12. The period commencing on the date following the conclusion of Year 11, continuing through September 30, 2015.
12. Exclusivity.
(a) A new section 4.3(d) will be added to Section 4 (Exclusivity) of the Existing Agreement as follows:
4.3(d) If (i) [****] offers a solution for the Search and Content Monetization Services that (A) are [****] the services being provided to
AOL by Google and (B) the [****] of Google Inc. has dropped by [****] since Google's [****], and (ii) AOL is unable to use that
[****] solution because of the restrictions in this Section 4 (Exclusivity) of the Agreement; then AOL may use that solution despite this
Section.
(b) The definition of "[****]" in Section [****] (Exclusivity) of the Existing Agreement is modified to add the following entity to the [****]:
[****], including its Affiliates, and the direct or indirect, successors to or assigns of any [****].
13. [****] and [****]. The following new section will be added to the Existing Agreement as Section 4.3(e):
4.3(e) Upon [****] ([****]) days prior written notice to Google, AOL may, in its sole discretion, elect to [****] the Google Sponsored
Advertising Service on [****] (e.g., all properties on the domain [****]) (up to [****] and [****] during the Renewal Term) and on
[****] (up to [****] and [****] during the Renewal Term, which shall not include the [****] on [****] on [****]). Solely for any period
during the Renewal Term that AOL implements the Google Sponsored Advertising Service on [****]
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