America Online 2009 Annual Report Download - page 145

Exhibit 10.31
Via Hand Delivery
November 17, 2009
Kimberley Partoll
22000 AOL Way
Dulles, VA 20166
Separation Agreement and Release of Claims
Dear Kimberley:
This letter will serve as confirmation that your employment with AOL Inc. (together with any successors, subsidiaries, merged entities, parent entities
and their respective affiliates, "AOL" or "the Company") is being terminated without cause. This Separation Agreement and Release of Claims ("Separation
Agreement"), upon your signature after your Separation Date, will constitute the complete agreement between you and the Company regarding the terms of
your separation from employment. This agreement supersedes and replaces all prior agreements, unless explicitly provided for in this Separation Agreement.
1. Your employment with the Company has been terminated without cause as of the close of business on October 1, 2009 (your "Separation Date"). During
the period from September 16, 2009 through your Separation Date, you acknowledge that you did not have day-to-day responsibilities and were not expected
to work from the office; however, you provided transition services to AOL and performed projects requested by the Chief Executive Officer of the Company,
or his designee or successor. Such transitional services consumed approximately fifty (50%) percent of the time that you devoted to your full-time
responsibilities. Accordingly, October 1, 2009 is the date of your separation from service with respect to Section 409A as defined in your April 23, 2008
Agreement (your "Agreement"). The Company represents that you were not a "specified employee" as of your separation from service, for purposes of 409A
application. You are relying upon this representation by the Company in accepting the consideration in this Separation Agreement. In the event there is a
determination to the contrary, in spite of the Company's belief and representation that you were not a "specified employee" as of your separation from service,
within the meaning of 409A, then the Company shall take all steps to make you whole, including any gross ups, payments of taxes, penalties and interest, and
shall further compensate you for any losses as a result of such contrary determination, including any legal, tax and financial fees incurred by you associated
with any challenge, determination and/or compliance. If any provision of this Agreement would cause you to incur any additional tax or interest under
Section 409A of the Internal Revenue Code of 1986, as amended ("the Code"), any regulations or Treasury guidance promulgated thereunder, the Company
shall reform such provision, provided that the Company shall: (i) maintain, to the maximum extent practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the Code; and (ii) notify and consult with you regarding such amendments or modifications prior to the
effective date of any such change.
In addition to the payments under paragraph 6, if it shall be determined that any event or any payment, vesting, distribution, or transfer by the Company
(or any successor, affiliate or by any other person) to you or for your benefit under the terms of this Agreement or otherwise