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Exhibit 10.7
EXECUTION COPY
EMPLOYEE MATTERS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of December 3, 2009
(the "Employee Asset Distribution Date"), by and among TIME WARNER INC., a Delaware corporation ("TWX"), AOL INC., a
Delaware corporation ("AOL"), and AOL LLC, a Delaware limited liability company ("AOL LLC").
RECITALS
WHEREAS, TWX and AOL are parties to a Separation and Distribution Agreement, dated as of November 16, 2009 (the "Separation and
Distribution Agreement"), and TWX, AOL and AOL LLC are parties to an Employee Matters Agreement, dated as of November 16, 2009 (the "Employee
Matters Agreement");
WHEREAS, pursuant to the Separation and Distribution Agreement, TWX and AOL agreed to cause the Internal Transactions, including the
Asset Distribution, to be completed;
WHEREAS, pursuant to the Employee Matters Agreement, TWX, AOL and AOL LLC agreed to allocate certain Assets and Liabilities relating
to employee and employee-benefits matters;
WHEREAS, in order to complete the Asset Distribution, the parties desire to enter into this Agreement; and
WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Employee Matters Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties
agree as follows:
1. Assignment. Subject to the terms of the Employee Matters Agreement, effective as of 12:01 a.m. eastern standard time on the Employee Asset
Distribution Date (the "AOL Employee Transfer Time"), AOL LLC hereby transfers, assigns, conveys and delivers to AOL, and AOL hereby accepts from
AOL LLC, all of AOL LLC's right, title and interest in the AOL Assets relating to employee or employee-benefits matters.
2. Assumption. Subject to the terms of the Employee Matters Agreement, effective as of the AOL Employee Transfer Time, AOL hereby
assumes and agrees faithfully to pay, perform, discharge and fulfill when due, all of the AOL LLC Employee Liabilities, other than those Liabilities retained
by TWX or AOL LLC pursuant to the Employee Matters Agreement.
3. Release. Except as provided in the Employee Matters Agreement, effective as of the Distribution, AOL does hereby, for itself and each other
member of the AOL Group, remise, release and forever discharge TWX, AOL LLC and the other members of the TWX Group, from any and all AOL LLC
Employee Liabilities other than those Liabilities retained by TWX or AOL LLC pursuant to the Employee Matters Agreement.