America Online 2009 Annual Report Download - page 140

written agreement signed by you and an authorized officer of the Company. In the event the Company terminates your employment for cause, you shall be
entitled as of the termination date to no further compensation under this agreement, except that you shall be entitled to receive: a) such portion of your base
compensation as shall have accrued but remain unpaid through the termination date, and b) payment of your AIP bonus earned for the fiscal year ending prior
to your termination, at the same time and at the same rate similarly situated continuing employees receive their AIP bonuses, if applicable and if such bonus
has not already been paid to you at your termination.
In the event the Company terminates your employment other than for cause, you will be entitled to receive the following, solely in exchange for execution of
a Company separation agreement at the time of your termination, which shall contain, among other obligations, a valid release of any and all claims against
the Company and its related entities and agents:
• Your Base Salary accrued through your termination date, including any accrued, but unused vacation in accordance with Company policy;
• An amount equal to twelve (12) months of your Base Salary at the time of termination, less applicable taxes, payable in a lump sum;
• Payment of your AIP bonus earned for the fiscal year prior to your termination, at the same time and at the same rate similarly situated continuing
employees receive their AIP bonuses, if such bonus has not been paid to you; and
• At the Company's expense, continuation of health benefits coverage under COBRA for twelve (12) months beginning the first day of the calendar
month following your termination date.
For purposes of this letter, "cause" shall be limited to (i) your conviction of, or nolo contendere or guilty plea to, a felony (whether any right to appeal has
been or may be exercised); (ii) your failure or refusal, without proper cause, to perform your duties with the Company, including your obligations under this
letter, if such failure or refusal remains uncured for 15 days after written notice to you; (iii) fraud, embezzlement, misappropriation, or reckless or willful
destruction of Company property; (iv) breach of any statutory or common law duty of loyalty to the Company; (v) your violation of the CNPR Agreement or
the Company's Standards of Business Conduct; (vi) your improper conduct substantially prejudicial to the Company's business, or (vii) your failure to
cooperate in any internal or external investigation involving the Company.
Orientation: Each Monday AOL holds an Orientation session for new employees. This event is intended to give you an introduction to the company, its
online services and employee benefits. On your first day, please report to the Dulles Headquarters building at 8:15 am and notify the receptionist that you are
here for Orientation. Orientation begins promptly at 8:30 a.m. and ends at approximately 12:30 p.m.
Commencement Date: The commencement date of your employment will be mutually agreed upon by the Chief Operating Officer and you.
This letter constitutes the full terms and conditions of your employment with the Company. It supersedes any other oral or written promises that may have
been made to you.