America Online 2009 Annual Report Download - page 147

business and any other information deemed proprietary or confidential in accordance with Company policies. By signing this Separation
Agreement, you represent that you will return all Company confidential or proprietary information in your possession and that you will take all
reasonable steps to protect the confidentiality of such Company information during your employment. Notwithstanding the foregoing or anything
else in this Separation Agreement to the contrary, you will be permitted to keep your Company-provided Blackberry once it has been reviewed
and all appropriate Company data removed from the device (provided that your "contacts list" will not be removed). By signing this Separation
Agreement, you agree that you are bound by all the terms of the Standards of Business Conduct through your Separation Date and the Company's
CNPR Agreement, which remains in full force and effect after your Separation Date, with the following exception:
Notwithstanding any prior agreement between you and the Company (including, without limitation, any Confidentiality, Non-Competition and
Property Rights Agreement), after the Separation Date, you shall not be prevented from owning, controlling, managing, or working for any
business except only that, for the six-month period immediately following the Separation Date (the "Restricted Period"), you will not, anywhere
in the United States or any country in which the Company is now operating, directly or indirectly participate in the ownership, control or
management of, or be employed by, Yahoo!, Inc., Google Inc., Microsoft Corporation, IAC/InterActive Corp., News Corp., Viacom Inc. or
Disney, or any of their respective subsidiaries, affiliates or successors (each a "Restricted Entity"); provided that this restriction does not prevent
you from (i) working in a capacity that does not compete with the specific business of the Company in which you were engaged or had material
knowledge during the last two years of your employment with the Company, or (ii) owning as a passive investor not more than 1% of the
outstanding stock of any class of a competitor entity that is publicly traded. In the event that you wish to work for a Restricted Entity during the
Restricted Period, you may send written notice of that request to the Company, at which time the Company may elect to waive the application of
this Paragraph 4 and to allow you to work for that Restricted Entity during the Restricted Period.
5. You and the Company disagree on what you may be entitled to if you do not enter into this Agreement. You acknowledge that the Company is making the
payments and providing the benefits to you because you are signing a Release of claims. The Company would not otherwise provide you these payments and
benefits without a release of claims.
6. In exchange for your execution of this Separation Agreement, the Company will provide you the following and the following terms shall apply:
a. An amount equal to four (4) years of your current Base Salary of $625,000 ($2,500,000), less applicable withholdings, payable in a lump sum,
subject to paragraph 6(d) below. This payment will not be eligible for deferrals to the Company's 401(k) plan.
b. An amount equal to four (4) years of your bonus at 100% of $625,000 ($2,500,000), less applicable withholdings, payable in a lump sum, subject
to paragraph 6(d) below. This payment will not be eligible for deferrals to the Company's 401(k) plan.
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