America Online 2010 Annual Report Download - page 196

the United States on the first day of work. Employee should contact Company with any questions about what documents are acceptable for this purpose.
(ii) Employee's employment is contingent upon the results of a pre-employment background check, which may include confirmation of
Employee's Social Security number, verification of prior employment, verification of education, if applicable, and a criminal records check, all to be
conducted in accordance with applicable law. If the results of the pre-employment background check are not satisfactory, or if Company determines
that Employee has falsified or failed to disclose relevant information on Employee's application, Company reserves the right to terminate Employee's
employment for Cause.
3. Exclusive Services and Best Efforts. Employee agrees to devote his/her best efforts, energies, and skill to the discharge of the duties and responsibilities
attributable to his/her position, and to this end, he/she will devote his/her full time and attention exclusively to the business and affairs of Company. Employee
is not precluded from performing any charitable or civic duties, provided that such duties do not interfere with the performance of his/her duties as an
employee of the Company, do not violate the SBC or the Confidentiality, Non-Competition and Proprietary Rights Agreement ("CNPR Agreement"), or cause
a conflict of interest. Employee may sit on the boards of non-Company entities during employment only if first approved in writing by the Company's Chief
Compliance Officer.
4. Compensation and Benefits.
A. Base Salary. During the Employment Term, Company shall pay Employee a base salary at the rate of no less than $22,916.66 semi-monthly, less
applicable withholdings, which is $550,000 on an annual basis ("Base Salary"). Employee's Base Salary will be reviewed annually during the Employment
Term and may be increased based on Employee's individual performance or increases in competitive market conditions. Employee's Base Salary may be
decreased upon mutual consent of Company and Employee.
B. Signing Payments.
(i) In order to compensate Employee for certain benefits and payments that he forfeited when he ceased employment with his former employer,
and upon this Agreement becoming effective and Employee commencing employment with the Company, Employee is entitled to receive during the
2010 calendar year, the following payments, which in the aggregate shall equal $2,000,000:
a. A payment to the Employee representing the purchase price for the Company's purchase of the assets of Employee's business (the
"FairDivvy Assets"), which the Company has agreed to purchase and which shall close no later than December 31, 2010. As of the date hereof,
the FairDivvy Assets have an estimated value of approximately $200,000; the actual purchase price shall be based upon a valuation performed by
the Company. The Parties will work in good faith to negotiate and execute an asset purchase and sale agreement for the FairDivvy Assets, upon
mutually agreeable terms, consistent with transactions of this nature, and with the understanding that Employee will make very limited
representations, warranties and indemnities related to the sale of the FairDivvy Assets given the valuation above.
b. A payment to the Employee, less applicable withholdings to compensate him for the equity-based awards and bonuses that he forfeited
when he ceased employment with Microsoft Corporation. As a condition to receiving the payment required by this paragraph 4.B(i)(b), no later
than the close of the first week in which Employee commences employment with the Company, Employee must provide the Company with
appropriate documentation to support his estimates of the
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