America Online 2009 Annual Report Download - page 137
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Exhibit 10.23
REVISED
December 15, 2006
Mr. Theodore R. Cahall, Jr.
3718 Smithers Avenue South
Renton, WA 98055
Dear Ted:
Congratulations! AOL LLC ("AOL" or "Company") is pleased to offer you the position of Executive Vice President, Platforms, reporting to the Chief
Operating Officer or his or her functional equivalent. This letter sets forth the economics and key employment conditions in your new position.
Location: Your primary work location will be Dulles, Virginia, but you shall make yourself available for travel to other locations as business needs require
and in order to facilitate effective interaction between you and other members of management and the Company.
Base Salary: Your compensation will be $20,208.34 semi-monthly ("Base Salary"), less applicable withholdings, which if calculated on a yearly basis is
$485,000.16. Your Base Salary will be reviewed annually and may be increased based on your individual performance or changes in competitive market
conditions.
Annual Incentive Plan: In addition to Base Salary, the Company typically pays its executives an annual cash bonus ("Bonus") pursuant to the terms of its
Annual Incentive Plan ("AIP"). Although a Bonus (and its amount, if a Bonus is paid) is fully discretionary, your target annual bonus as a percentage of your
annual Base Salary is 75 percent. Each year, the Company will review its overall performance and your individual performance, and will determine your
Bonus, if any. Although as a general matter the Company expects to pay Bonuses at the target level in cases of satisfactory individual performance, the
Company does not commit to paying any Bonus, and your Bonus may be negatively affected by the exercise of the Company's discretion or by overall
Company performance. Assuming you start your employment prior to October 1, 2007, you will be eligible to receive a portion of your 2007 AIP Bonus
which shall be pro-rated beginning on your first day of employment.
Signing Bonus: In addition, you will receive a one-time signing bonus in the amount of $550,000.00, less applicable withholdings, which will be paid the
second pay period following your first day of employment; however, if you resign during your first 12 months of employment, you must repay the signing
bonus to the Company within 30 days of your resignation.