America Online 2009 Annual Report Download - page 139

Key Employment Conditions: This offer is contingent on your submission of satisfactory proof of eligibility to work in the United States. You must bring
documentary proof of your eligibility to work with you on your first day of work. Please contact me if you have any questions about what documents are
acceptable for this purpose.
This offer also is contingent upon the results of a pre-employment background check, which may include confirmation of your Social Security number,
verification of prior employment, verification of education, if applicable, and a criminal records check. If the results of the pre-employment background check
are not satisfactory, or if the Company determines that you have falsified or failed to disclose relevant information on your application, the Company reserves
the right to withdraw this offer or terminate your employment.
In addition, as a condition of your employment, you must sign and comply with the enclosed Confidentiality, Non-Competition and Proprietary Rights
Agreement ("CNPR Agreement"), the terms of which are incorporated herein by reference. Please return an executed copy of this CNPR Agreement by
facsimile to 703-265-6601, along with your executed version of this offer letter. You agree that your signature of this letter and start of employment at AOL
also constitutes your agreement to abide by the terms of the CNPR Agreement.
Further, as a condition of your employment, you will be required to electronically sign AOL's Standards of Business Conduct within the first 30 days of your
employment and periodically thereafter during your employment as requested by the Company, as an affirmation of your agreement to the Company's code of
ethical and appropriate workplace conduct.
You shall render your services to the Company on a full-time, exclusive basis. However, nothing in this letter precludes you from performing any charitable
or civic duties provided that such duties do not interfere with the performance of your duties as an employee of AOL, do not violate the Standards of Business
Conduct or the CNPR Agreement, or cause a conflict of interest. You may sit on the boards of non-AOL entities during your employment only if first
approved in writing by AOL's Compliance Council.
Cooperation. During and after your employment with the Company, you agree to assist the Company, upon its reasonable request, in connection with any
litigation, investigation, or other matter involving the Company. You agree that such assistance may include, but is not limited to, meeting with the
Company's legal counsel upon request.
Return of Company Property. Upon termination of your employment, or at any other time the Company so requests, you must return to your manager all
the Company property in your possession, including, but not limited to, keys, access cards, computers, pagers, telephones and the original and all copies of
any written, recorded, or computer readable information about Company practices, procedures, trade secrets, customer lists or marketing associated with the
Company's business.
Termination: Your employment with the Company is at-will, meaning that you or the Company may terminate the employment at any time for any reason
not prohibited by law, with or without notice or "cause" (as defined below), subject to the following consequences. Nothing in this offer is intended to create a
contract for employment or guarantee of continued employment with the Company. This at-will employment relationship cannot be modified except by an
express