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2000 Stock Option Plan

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Exhibit 10.1


FORM OF AMERICA ONLINE LATIN AMERICA, INC.


2000 STOCK OPTION PLAN


1. PURPOSES OF THE PLAN.
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The Plan is intended to encourage ownership of Shares by Key Employees and directors of and certain consultants to the Company and its Affiliates in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate, and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs and Non-Qualified Options.


2. DEFINITIONS.
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Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this America OnLine Latin America, Inc. 2000 Stock Option Plan, have the following meanings:


Administrator means the Board of Directors, unless it has delegated
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power to act on its behalf to the Committee, in which case the
Administrator means the Committee; provided, however, that the
ultimate authority to make determinations and to take actions in
connection with the Plan shall be with the Board of Directors.


Affiliate, with respect to ISOs means a corporation which, for
---------
purposes of Section 424 of the Code, is a parent or subsidiary of the
Company, direct or indirect, and with respect to Non-Qualified
Options, means any corporation, company or other entity such that the
Company directly or indirectly, through one or more intermediaries,
owns or controls the greater of (i) 25% of the voting power or
outstanding securities of such corporation, company or other entity,
or (ii) such amount of voting or outstanding securities or has other
controlling interest such that the Shares and the Options would
qualify for registration on Form S-8, all as determined by the
Administrator.


Board of Directors or Board means the Board of Directors of the
------------------ -----
Company.


Cause shall have the meaning set forth in the Option Agreement with
-----
respect to the Option.


Change in Control means any of the following transactions to which the
-----------------
Company is a party:


(1) a Corporate Transaction, unless securities representing 30% or
more of either the outstanding shares of common stock or the combined
voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the Company or the
corporation resulting from such Corporate Transaction (or the parent
of such corporation) are held subsequent to such transaction by the
person or persons who were the beneficial holders of such outstanding
company common stock and outstanding company voting securities
immediately prior to such Corporate Transaction, in substantially the
same proportions as their ownership immediately prior to such
Corporate Transaction; or


(2) the sale, transfer or other disposition of all or substantially
all of the assets of the Company. For the purposes of this definition,
all or substantially all of the assets of the Company means at least
80% of the assets of the Company determined with reference to the
value thereof on the most recent balance sheet.


Code means the United States Internal Revenue Code of 1986, as
----
amended.


Committee means the committee of the Board of Directors to which the
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Board of Directors has delegated power to act under or pursuant to the
provisions of the Plan.


Common Stock means shares of the Company's Class A common stock,
------------
US$.01 par value per share.


Company means America Online Latin America, Inc., a Delaware
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Corporation.


Corporate Transaction means a reorganization, recapitalization, merger
---------------------
or consolidation involving the Company.


Disability or Disabled means permanent and total disability as defined
---------- --------
in Section 22(e)(3) of the Code.


Fair Market Value of a Share of Common Stock means:
-----------------


(1) If the Common Stock is listed on a securities exchange or traded
in the over-the-counter market and sales prices are regularly reported
for the Common Stock, the reported closing or last price of the Common
Stock on the Composite Tape or other comparable reporting system for
the applicable date, or if the applicable date is not a trading day,
the trading day immediately preceding the applicable date;


(2) If the Common Stock is not traded on a securities exchange but is
traded on the over-the-counter market, if sales prices are not
regularly reported for the Common Stock for the trading day referred
to in clause (1), and if bid and asked prices for the Common Stock are
regularly reported, the mean between the bid


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and the asked price for the Common Stock at the close of trading in
the over-the-counter market on the applicable date, or if the
applicable date is not a trading day, on the trading day immediately
preceding the applicable date; and


(3) If the Common Stock is neither listed on a securities exchange
nor traded in the over-the-counter market, an amount determined in
good faith by the Board of Directors (or the Administrator pursuant to
authority delegated by the Board) taking into consideration (a) the
Total Common Equity Value as of the most recent Valuation Date divided
by the number of Shares outstanding as of the most recent Valuation
Date on a fully diluted basis (including, without limitation and in
accordance with U.S. generally accepted accounting principles,
exercise of the Options), and (b) business developments subsequent to
such Valuation Date.


ISO means an option meant to qualify as an incentive stock option
---
under Section 422 of the Code.


Key Employee means an employee of the Company or of an Affiliate
------------
(including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by
the Administrator to be eligible to be granted one or more Options
under the Plan.


Non-Qualified Option means an option which is not intended to
--------------------
qualify as an ISO.


Option means an ISO or Non-Qualified option granted under the Plan.
------


Option Agreement means an agreement between the Company and a
----------------
Participant delivered pursuant to the Plan, in such form as the
Administrator shall approve.


Participant means a Key Employee, director or consultant to whom one
-----------
or more Options are granted under the Plan. As used herein,
"Participant" shall include "Participant's Survivors" where the
context requires.


Plan means this America Online Latin America, Inc. 2000 Stock Option
----
Plan, as it may be amended from time to time.


Registration means the registration of shares of Common Stock for
------------
trading, listing or quotation on a securities exchange or other
market.


Shares means shares of Common Stock as to which Options have been or
------
may be granted under the Plan or any shares of capital stock into
which the Shares are changed or for which they are exchanged within
the provisions of Section 3 of the Plan. The Shares issued upon
exercise of Options granted under the Plan may be authorized and
unissued shares or shares held by the Company in its treasury, or
both.


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Survivors means a deceased Participant's legal representatives and/or
---------
any person or persons who acquired the Participant's rights to an
Option by will or by the laws of descent and distribution or such
similar laws applicable to the deceased Participant.


Total Common Equity Value means the aggregate fair value of all of
-------------------------
the Common Stock as determined pursuant to Section 19 of the Plan.


Valuation Date means the date of the most recent valuation determined
--------------
pursuant to Section 20 of the Plan.


3. SHARES SUBJECT TO THE PLAN.
--------------------------


The number of Shares which may be issued from time to time pursuant to this Plan shall be ____ or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Section 17 of the Plan.


If an Option ceases to be "outstanding", in whole or in part, the Shares which were subject to such Option shall be available for the granting of other Options under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement.


4. ADMINISTRATION OF THE PLAN.
--------------------------


The Administrator of the Plan will be the Board of Directors, except to the extent the Board delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized, under the control and responsibility of the Board of Directors, to:


a. Interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;


b. Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees, directors
and consultants of the Company or of an Affiliate shall be granted
Options;


c. Determine the number of Shares for which an Option or Options shall be
granted, provided, however, that in no event shall Options to purchase
more than [_____] Shares be granted to any Participant in any fiscal
year;


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d. Determine the Fair Market Value of a Share of Common Stock if the
Common Stock is neither listed on a securities exchange nor traded in
the over-the-counter market; and


e. Specify the terms and conditions upon which an Option or Options may
be granted, including imposing conditions on the exercise or vesting
of Options, on a jurisdiction by jurisdiction basis, as may in the
judgment of the Administrator, be necessary or desirable in order to
recognize differences in local law, tax policy or customs;


provided that the issuance of authorized but unissued shares of Common Stock of the Company and the formalities relating thereto shall at all times be effectuated by the Board of Directors, and provided further that all interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs.


Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Option granted under it and the determination by the Administrator of Fair Market Value shall be final and binding on all persons, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. The Administrator's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Options under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements, as to (a) the persons to receive Options under the Plan, (b) the terms and provisions of Options under the Plan, and (c) whether a termination of service with the Company and any Affiliate has occurred.


No member of the Board of Directors or the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Option.


5. ELIGIBILITY FOR PARTICIPATION.
-----------------------------


The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the Company or of an Affiliate at the time an Option is granted. Members of the Company's Board (who are not employees of the Company or of an Affiliate may receive options pursuant to the Plan, pursuant to Section 6.A.g, but only pursuant thereto. Notwithstanding any of the foregoing provisions, the Administrator may authorize the grant of an Option to a person not then an employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Option shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Option Agreement evidencing such Option. ISOs may be granted only to Key Employees. Non-Qualified Options may be granted to any Key Employee, director or consultant of the Company or an Affiliate. The granting of


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any Option to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Options.


6. TERMS AND CONDITIONS OF OPTIONS.
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Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. Each Option shall be subject such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate (including, without limitation, subsequent approval by the stockholders of the Company of this Plan or any amendments thereto).


A. Non-Qualified Options: Each Option intended to be a Non-Qualified
---------------------
Option shall be subject to the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company,
subject to the following minimum standards for any such Non-Qualified
Options:


a. Option Price: The option price (per share) of the Shares covered
by each Option shall be determined by the Administrator but shall not
be less than one hundred percent (100%) of the Fair Market Value (per
share) of the Shares on the date of grant of the Option, and provided
that the Fair Market Value (per share) shall at all times at least be
equal to the nominal or par value per share.


b. Each Option Agreement shall state the number of Shares to which it
pertains.


c. Each Option Agreement shall state the date or dates on which it
first is exercisable and the date after which it may no longer be
exercised, and may provide that the Option rights accrue or become
exercisable in installments over a period of months or years, or upon
the occurrence of certain conditions or the attainment of stated goals
or events; and


d. Options may be exercised in accordance with Section 7 of the Plan
and the applicable Option Agreement and subject to the restrictions on
exercise set forth in Sections 10 through 14 of the Plan.


e. Exercise of any Option may be conditioned upon the Participant's
execution of a Share Purchase Agreement in a form satisfactory to the
Administrator providing for certain protections for the Company and
its other stockholders, including requirements that:


i. Prior to the Registration of shares of the Common Stock and the
termination of any applicable lock-up period agreed to by the Company
and in effect following the Registration (the "Lock-up Period"), the
Participant and the Participant's Survivors shall not sell or transfer
the


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Shares issued upon exercise of the Option, other than to the
Company or an Affiliate;


ii. The Participant and the Participant's Survivors grant to the
Company or any third party designated by the Company, a right of
first refusal to purchase all Shares that Participant may acquire
pursuant to the Option Agreement, which right shall be
exercisable for a period of ninety (90) days following written
notice to the Company and which right of first refusal shall
expire upon the date of Registration of Shares of Common Stock;


iii. Prior to the Registration of shares of the Common Stock and the
termination of the Lock-up Period, any financial or other
information that the Participant or the Participant's Survivors
receives from the Company in their capacity as shareholders will
be deemed confidential and subject to nondisclosure obligations;
and


iv. The Participant or the Participant's Survivors may be required to
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