America Online 2009 Annual Report Download - page 146

would be subject to or result in the imposition of the excise tax under Section 4999 of the Code (and any regulations issued thereunder, any successor
provision, and any similar provision of state or local income tax law) (collectively, the "Excise Tax"), then the Company shall pay to you a lump sum ("Tax
Equalization Payment") in an amount sufficient that, after payment of the federal, state or local income, employment or other required taxes (other than
taxes that may be imposed by Section 409A of the Code)("Regular Taxes"), you shall receive an amount equal to the Excise Tax. Such payment shall be
made within 15 days of the date which you remit such Excise Tax. In determining the amount of any Regular Taxes, the maximum applicable, marginal rate
of tax for the year in which the Tax Equalization Payment is payable shall be used. The amount of this Tax Equalization Payment shall be determined by the
Company's independent accountants.
Your rights under any stock option or restricted stock unit awards shall be determined in accordance with the terms and provisions of the equity plans
and agreements under which any grants of stock options or awards of restricted stock units were granted, based on an October 1, 2009 Separation Date. If you
accept other employment with AOL or with any Time Warner company within thirty days of your Separation Date, you will not be eligible to receive any of
the benefits set forth in this Separation Agreement, unless specified herein, and this Separation Agreement shall become null and void.
2. On the next regularly scheduled pay date following your Separation Date, or sooner if local law requires, you received a check for all unpaid wages and any
accrued, unused vacation or paid time off from January 1, 2009, or longer if required by state law, due through your Separation Date, less applicable
deductions and withholdings.
3. Your medical, dental and vision benefits continued through the end of the month in which your Separation Date occurs. With respect to the Consolidated
Omnibus Budget Reconciliation Act ("COBRA"), your COBRA period began on the first day of the month following your Separation Date. You received
separate information regarding your option to continue health benefits under COBRA after your Separation Date. Your Company-paid life insurance
continued through the end of the month in which your Separation Date occurs. All other benefits terminated on your Separation Date.
4. Prior to your departure on your Separation Date, you acknowledge that you have:
a. resigned from any and all positions you hold as an officer and/or director of AOL LLC and from each of its direct and indirect subsidiaries and/or
affiliates (using the four attached resignation letters, which contain a true and accurate list of all of the entities for which you serve as a director,
managing director, chairman, representative, authorized person, officer, or other appointment on behalf of the Company, any of its group
companies, or any of its direct or indirect subsidiaries, and which letters, where notice of your resignation is required to be filed with the
applicable authorities, the Company agrees to cause to be timely filed with such applicable authorities); and
b. returned to the the Company, all the Company property in your possession, including, but not limited to, your SecurID, keys, computers,
corporate credit cards, pagers, telephones, parking permits and the original and all copies of any written, recorded, or computer readable
information about Company practices, procedures, trade secrets, customer lists or product marketing associated with the Company's
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