America Online 2009 Annual Report Download - page 143

eligible employees under the AIP for the Prior Year, (ii) such Bonus has not already been paid to you at the time of termination of your
employment, and (iii) you were otherwise eligible for such Bonus payment if you had remained employed through the date of payout. 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. The payment will not be eligible for deferrals in the
Company's 401(k) plan.
• A Bonus payment, prorated through the date of the termination of your employment, payable at target, 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 elect to enroll in COBRA benefit continuation, at the Company's expense, continuation of health, vision and dental benefits coverage
under COBRA for 18 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.]
Compliance with IRC Section 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")
and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of
your termination of employment with the Company you are a "specified employee" as defined in Section 409A of the Code (and any related regulations or
other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such
termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the
commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to
you) until the date that is six months following your termination of employment with the Company (or the earliest date as is permitted under Section 409A of
the Code) and (ii) if any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to