Participant Uses in Acceleration of Vesting Date Clause

Acceleration of Vesting Date from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to Section 7, has occurred on any date while RSUs are outstanding hereunder, (A) the Award will vest in full upon the earliest of (i) the Vesting Date with respect to each portion of the Award, (ii) the Participants Retirement and (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto.

Acceleration of Vesting Date from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to Section 7, has occurred on any date while RSUs are outstanding hereunder, (A) the Award will vest in full upon the earliest of (i) the Vesting Date with respect to each portion of the Award, (ii) the Participants Retirement and (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto.

Acceleration of Vesting Date from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participants Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Dividend Equivalents and Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, if the Award constitutes deferred compensation under Section 409A of the Code, then the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

Acceleration of Vesting Date from Award Agreement

WHEREAS, the Company has adopted the Plan and the SPSU Terms and Conditions (each as defined below), the terms of which are hereby incorporated by reference and made a part of the Notice and this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, occurs, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), and, provided the Award is outstanding upon or within 12 months following the date of such Change in Control, the Participants Employment with the Company and its Affiliates is terminated (i) by the Company other than for Cause (unless such termination is due to death or Disability), (ii) by the Participant for Good Reason (if in an employment agreement or offer letter between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason) or (iii) on account of death or Disability, then the Award will vest as follows:

Acceleration of Vesting Date from Stock Incentive Plan

AOL Inc., a Delaware corporation (the Company), hereby grants to the Participant named below the number of SPSUs specified below (the SPSU Award or the SPSUs), upon the terms and subject to the conditions set forth in this Notice, the SPSU Award Agreement attached hereto as Attachment B (the SPSU Award Agreement), the AOL Inc. 2010 Stock Incentive Plan (the Plan), and the SPSU Terms and Conditions (Terms and Conditions) provided to the Participant, each as amended from time to time. The Target Number of SPSUs specified below represents the number of SPSUs you have the opportunity to receive based on the attainment of the Performance Criteria specified herein and your continued employment. Each SPSU is equal in value to one share of the Companys common stock, par value $0.01 (a Share). This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Terms and Conditions, the SPSU Award Agreement and this Notice.

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, occurs, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), and the Award is outstanding upon or within 12 months following the date of such Change in Control, the Participants Employment with the Company and its Affiliates is terminated (i) by the Company other than for Cause (unless such termination is due to death or Disability), (ii) by the Participant for Good Reason (if in an employment agreement or offer letter between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason) or (iii) on account of death or Disability, then the Award will vest as follows:

Acceleration of Vesting Date from Award Agreement

WHEREAS, the Company has adopted the Plan and the SPSU Terms and Conditions (each as defined below), the terms of which are hereby incorporated by reference and made a part of the Notice and this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, occurs, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), and the Award is outstanding upon or within 12 months following the date of such Change in Control, the Participants Employment with the Company and its Affiliates is terminated (i) by the Company other than for Cause (unless such termination is due to death or Disability), (ii) by the Participant for Good Reason (if in an employment agreement or offer letter between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason) or (iii) on account of death or Disability, then the Award will vest as follows:

Acceleration of Vesting Date from Stock Incentive Plan

AOL Inc., a Delaware corporation (the Company), hereby grants to the Participant named below the number of SPSUs specified below (the SPSU Award or the SPSUs), upon the terms and subject to the conditions set forth in this Notice, the SPSU Award Agreement attached hereto as Attachment B (the SPSU Award Agreement), the AOL Inc. 2010 Stock Incentive Plan (the Plan), and the SPSU Terms and Conditions (Terms and Conditions) provided to the Participant, each as amended from time to time. The Target Number of SPSUs specified below represents the number of SPSUs you have the opportunity to receive based on the attainment of the Performance Criteria specified herein and your continued employment. Each SPSU is equal in value to one share of the Companys common stock, par value $0.01 (a Share). This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Terms and Conditions, the SPSU Award Agreement and this Notice.

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, occurs, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), and the Award is outstanding upon or within 12 months following the date of such Change in Control, the Participants Employment with the Company and its Affiliates is terminated (i) by the Company other than for Cause (unless such termination is due to death or Disability), (ii) by the Participant for Good Reason (if in an employment agreement or offer letter between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason) or (iii) on account of death or Disability, then the Award will vest as follows:

Acceleration of Vesting Date from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participants Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Dividend Equivalents and Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

Acceleration of Vesting Date from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participants Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason (if in an employment agreement between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason), and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.

Acceleration of Vesting Date from Restricted Stock Units Agreement

This RESTRICTED STOCK UNITS AGREEMENT (this Agreement), dated as of December 9, 2009, is by and between AOL Inc., a Delaware corporation (the Company), and Timothy M. Armstrong.

Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a 409A Change of Control Event), (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participants Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participants Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.