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Exhibit 10.24
To: Ted Cahall
From: Ron Grant
Date: May 13, 2008
Re: Amendment to your Employment Agreement
This memo, upon your signature, supplements your revised offer letter dated December 15, 2006, and shall constitute the complete agreement between you
and AOL LLC (together with its subsidiaries, affiliates and assigns "AOL" or the "Company") regarding your continued employment.
The paragraph in your offer letter with the heading "Termination" shall be deleted in its entirety and replaced with the following.
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 "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 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 Salary as shall have accrued but remain unpaid through the termination
date and any accrued, but unused vacation in accordance with Company policy.
In the event the Company terminates your employment other than for Cause, you will be entitled to receive the following, solely in exchange for your
execution and delivery to the Company of a Company separation agreement, which shall contain, among other obligations, a valid release of any and all
claims against the Company and its related entities and agents:
An amount equal to 18 months of your Base Salary at the time of termination, less applicable taxes. This amount will be paid in a lump sum
within thirty (30) days of the Company's receipt of your executed separation agreement, but no later than March 15 of the calendar year following
the year of the termination of your employment. This payment will not be eligible for deferrals in the Company's 401(k) plan.
If you are terminated between January 1 and March 15, a Bonus payment for the calendar year ending prior to your termination ("Prior Year"),
payable at the same rate that continuing employees receive their Bonus payment, less applicable taxes, but in no event to exceed 100% of your
target payout; provided that (i) the Company pays a Bonus to