America Online 2010 Annual Report Download - page 197

amounts of the equity-based awards and bonuses that he forfeited when he ceased employment with Microsoft Corporation.
c. If the Employee provides the documentation required by paragraph 4.B(i)(b) herein, a payment equal to $2,000,000 less the aggregate of
the amounts payable under paragraphs 4.B(i)(a) and 4.B(i)(b) herein. The Parties acknowledge that Employee will be solely responsible for the
sale of his personal residence in Washington State, including any losses associated therewith.
d. The payments provided by paragraphs 4.B(i)(a), 4.B(i)(b) and 4.B(i)(c) herein will be paid in calendar year 2010 no later than the earlier
of (i) the second pay period following the date on which the valuation described in paragraph 4.,B(i)(a) is completed by the Company, or
(ii) September 30, 2010, provided that Employee has not resigned his employment not for Good Reason.
(ii) If, during the first 36 months of Employee's employment, Employee resigns his employment not for Good Reason, Employee must repay a
pro rata amount of the payments provided by paragraphs 4.B(i)(b) and 4.B(i)(c) herein within 30 days of Employee's resignation. The pro rata amount
will be determined by multiplying the aggregate amount of the payments provided by paragraphs 4.B(i)(b) and 4.B(i)(c) herein by a fraction, the
numerator of which is the number of whole or partial months remaining in the 36-month period, determined from the Employee's termination date and
the denominator of which is 36. By Employee's signature below, Employee agrees to the extent permitted by law and except with respect to deferred
compensation payable to Employee subject to Section 409A of the Internal Revenue Code of 1986 ("Code"), that such amount shall be deducted from
any compensation payable to Employee at the time of Employee's resignation.
C. Annual Bonus. In addition to Employee's Base Salary, Employee will be eligible to participate in the Company's Annual Bonus Plan ("ABP"),
pursuant to its terms as determined by the Company from time to time. Pursuant to the ABP, the Company will review its overall performance and
Employee's individual performance and will determine Employee's bonus under the ABP, if any ("Bonus"). Although as a general matter in cases of
satisfactory individual performance, the Company would expect to pay a Bonus at the target level provided for in the ABP where the Company has met target
performance with respect to the financial metrics measuring performance for a given year, the Company does not commit to paying any Bonus, and
Employee's Bonus may be negatively affected by the exercise of the Company's discretion or by overall Company performance. Although any Bonus (and its
amount, if a Bonus is paid) is fully discretionary, Employee's target Bonus opportunity each fiscal year during the Employment Term is one-hundred percent
(100%) of the Employee's Base Salary.
D. Equity Incentive Awards.
(i) During Employee's employment, he/she will be eligible to participate in any grants or awards of long term equity incentives which are offered
to all other Executive Vice Presidents of Company, Employee's participation in any such programs will be at the same rate as comparable level
Executive Vice Presidents of Company and any such awards or grants shall be determined in accordance with the terms and conditions of the plans,
agreements and notices under which such grants or awards were issued, subject to approval, and in a manner determined, by Company's Board of
Directors (or any duly authorized committee thereof) in its sole discretion.
(ii) During each fiscal year of the Employment Term, the Company shall grant to Employee an equity award under the Company's then equity-
based incentive compensation plan, provided that Employee is still employed with the Company on the day such equity awards are granted to the
Employee. For fiscal year 2010, the equity award shall have an equity value at least equal to three million
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