America Online 2010 Annual Report Download - page 195

Exhibit 10.22
EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of May 10, 2010, by and between AOL INC. (the "Company"), a
New York Corporation with an address at 770 Broadway, New York, New York 10003, and ALEXANDER GOUNARES ("Employee").
WHEREAS, Company desires to retain the services of Employee as an Executive Vice President and the Chief Technology Officer of Company; and
WHEREAS, Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between
Company and Employee;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be four (4) years, commencing on May 13, 2010, 2010, and
shall continue for a period through and including May 12, 2014, 20 l4 ("Term Date"), subject to the following provisions for extension and the provisions
regarding earlier termination set forth in this Agreement. If at the Term Date, Employee's employment has not been terminated previously, and Employee and
Company have not agreed to an extension or renewal of this Agreement or to the terms of a new employment agreement, then Employee's Employment Term
shall continue on a month-to-month basis, and Employee shall continue to be employed by Company pursuant to the terms of this Agreement, subject to
termination by either party hereto on 30 days' written notice delivered to the other party (which notice may be delivered by either party at any time on or after
a date which is 30 days before the Term Date). If Company elects to give notice of termination under this paragraph 1 and the basis for such termination is not
one of the grounds for termination set forth in paragraphs 5.B. or 5.C., then Employee's termination shall be deemed a termination without Cause under
paragraph 5.A. If Employee elects to give notice of termination under this paragraph 1, and the basis for such termination is not one of the grounds for
termination set forth in paragraph 5.E, then Employee's termination shall be deemed a voluntary resignation not for Good Reason under paragraph 5.D.
2. Duties; Conditions of Employment.
A. Duties. Employee shall perform all duties incident to the position of the Chief Technology Officer of Company as well as any other duties as may
from time to time be assigned by the Chief Executive Officer of Company (the "CEO"), which duties and authority shall be consistent, and those normally
associated, with Employee's position, and agrees to abide by all Company by-laws, policies, practices, procedures, or rules, including the Company's
Standards of Business Conduct ("SBC"). Employee shall report directly to the CEO. Employee will be expected to perform services for Company at
Company's Dulles, VA office, subject to such travel as may be required in the performance of Employee's duties.
B. Conditions of Employment.
(i) Employee's employment is contingent on submission of satisfactory proof of eligibility to work in the United States. Employee must bring
documentary proof of eligibility to work in
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