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AOL Inc. – ‘10-12B/A’ on 10/26/09 – ‘EX-10.86’

On:  Monday, 10/26/09, at 8:59am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-213323   ·   File #:  1-34419

Previous ‘10-12B’:  ‘10-12B/A’ on 9/16/09   ·   Next:  ‘10-12B/A’ on 11/6/09   ·   Latest:  ‘10-12B/A’ on 11/16/09   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 11/9/09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/26/09  AOL Inc.                          10-12B/A¶             39:7.1M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Form 10 Amendment #2                                HTML    121K 
39: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     42K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    251K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     25K 
 4: EX-8.1      Opinion re: Tax Matters                             HTML     24K 
 5: EX-10.1     Material Contract                                   HTML     86K 
 6: EX-10.2     Material Contract                                   HTML     68K 
 7: EX-10.3     Material Contract                                   HTML    206K 
 8: EX-10.4     Material Contract                                   HTML    112K 
 9: EX-10.5     Material Contract                                   HTML     41K 
10: EX-10.66    Material Contract                                   HTML     30K 
11: EX-10.67    Material Contract                                   HTML     14K 
12: EX-10.68    Material Contract                                   HTML    876K 
13: EX-10.69    Material Contract                                   HTML     24K 
14: EX-10.70    Material Contract                                   HTML     22K 
15: EX-10.71    Material Contract                                   HTML     19K 
16: EX-10.72    Material Contract                                   HTML     20K 
17: EX-10.73    Material Contract                                   HTML    210K 
18: EX-10.74    Material Contract                                   HTML    362K 
19: EX-10.75    Material Contract                                   HTML     20K 
20: EX-10.76    Material Contract                                   HTML     26K 
21: EX-10.77    Material Contract                                   HTML    301K 
22: EX-10.78    Material Contract                                   HTML     43K 
23: EX-10.79    Material Contract                                   HTML    214K 
24: EX-10.80    Material Contract                                   HTML     15K 
25: EX-10.81    Material Contract                                   HTML    117K 
26: EX-10.82    Material Contract                                   HTML     91K 
27: EX-10.83    Material Contract                                   HTML     60K 
28: EX-10.84    Material Contract                                   HTML     28K 
29: EX-10.85    Material Contract                                   HTML     31K 
30: EX-10.86    Material Contract                                   HTML     17K 
31: EX-10.87    Material Contract                                   HTML     48K 
32: EX-10.88    Material Contract                                   HTML     50K 
33: EX-10.89    Material Contract                                   HTML     45K 
34: EX-10.90    Material Contract                                   HTML     37K 
35: EX-10.91    Material Contract                                   HTML     79K 
36: EX-10.93    Material Contract                                   HTML     50K 
37: EX-21.1     Subsidiaries                                        HTML     27K 
38: EX-99.1     Information Statement                               HTML   1.96M 


‘EX-10.86’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EXHIBIT 10.86  

Exhibit 10.86

 

LOGO

   Mark A.Wainger

Senior Vice President

Global Compensation & Benefits

February 18, 2009

Via Email and Overnight Delivery

Mr. Ron Grant

AOL LLC

770 Broadway

New York, NY 10003

Re:    Equity Grants

Dear Ron:

We are sending you this letter to advise you of changes related to future equity grants you may receive from Time Warner Inc. On Wednesday, February 18, 2009, the Compensation and Human Development Committee of the Board of Directors of Time Warner Inc. approved amending your employment agreement to provide for a modification to the terms of any future equity grants awarded to you by Time Warner Inc. with respect to their treatment in the event that your employment with AOL LLC were terminated without cause.

Specifically, the Compensation and Human Development Committee of the Board of Directors of Time Warner Inc. approved the following: in the event of a termination of your employment with AOL LLC by AOL LLC without cause, all stock options to purchase shares of Time Warner Common Stock granted to you on or after February 18, 2009, shall vest and become immediately exercisable on the earlier of the Severance Term Date or the Equity Cessation Date (as such terms are defined in the Amended and Restated Employment Agreement that was delivered to you in November 2008), and shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such stock options) and AOL LLC and Time Warner Inc. shall not be permitted to determine that your employment was terminated for “unsatisfactory performance” within the meaning of any stock option agreement between you and Time Warner Inc. In addition, subject to potential further delay in payment resulting from Section 409A of the Internal Revenue Code, the vesting of any awards of RSUs granted to you on or after February 18, 2009, and held at the Effective Termination Date of a termination of your employment without cause will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date of such a termination of employment.

Time Warner Inc. • One Time Warner Center, 16th Floor • New York, NY 10019-8016

T 212.484.6475 • F 212.484.7181 • mark.wainger@timewarner.com


To apply this modified treatment to the equity grants that are anticipated to be made by Time Warner Inc. to you on February 20, 2009, you will need to sign and return this letter to me by fax (212 484-7181) or in an email with a PDF no later than the close of business on February 19, 2009 acknowledging your agreement to the modifications described herein. AOL LLC will then amend and restate your employment agreement to reflect the changes described in this letter.

Please let me know if you have any questions about the information provided to you in this letter.

Sincerely,

/s/ Mark Wainger

Mark Wainger

Senior Vice President, Global Compensation and Benefits

Time Warner Inc.

Acknowledged and Agreed to:
/s/ Ron Grant
Ron Grant

Dates Referenced Herein

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:10/26/09None on these Dates
2/20/09
2/19/09
2/18/09
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/09  SEC                               UPLOAD9/22/17    1:16K  AOL Inc.
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Filing Submission 0001193125-09-213323   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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