America Online 2010 Annual Report Download - page 199

(i) Vacation. The Employee shall be entitled to not less than four (4) weeks of paid vacation each calendar year of his/her employment
hereunder, in addition to Company's recognized holidays and personal days, as well as to such other employment benefits that are or may be extended
or provided to all other executives at the Executive Vice-President level. The accrual and/or carry over of paid vacation from one year to the next shall
be in accordance with Company policy applicable to the Company location where Employee's principal office is located as it may exist and change
from time to time.
(ii) Relocation Benefits. Employee shall relocate to the vicinity of the Dulles, VA within twelve (12) months of Employee's commencement of
employment with the Company. The Employee shall be entitled to relocation benefits commensurate with Employee's position as an Executive Vice
President, in accordance with the Company's relocation program as in effect from time to time. All amounts payable under this paragraph 4.F. shall be
subject to Employee's presentment to the Company of appropriate documentation and shall be subject to the limitations and procedures set forth in the
Company's relocation program as in effect from time to time.
G. Deductions from Salary. Bonus and Benefits. The Company may withhold from any Base Salary, bonus, equity or other benefits payable to
Employee all federal, state, local, and other taxes and other amounts as permitted or required pursuant to law, rule, or regulation.
5. Termination of the Employment Agreement.
A. Termination Without Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment
and this Agreement without Cause. If Company terminates Employee's employment and this Agreement without Cause, and, solely in exchange for
Employee's execution and delivery of Company's then standard separation agreement, which includes, among other obligations, a full release of claims
against Company and related entities and persons (sample release language is attached hereto as Exhibit A, which language may be modified by the Company
in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply:
(i) The Company will pay Employee an amount equal to eighteen (18) months of Employee's then current Base Salary, less applicable
withholdings. This amount will be paid in substantially equal installments commencing on the sixtieth (60th) day following Employee's termination of
employment. These payments will not be eligible for deferrals to Company's 401(k) plan.
(ii) Subject to the terms of paragraph 4.C. herein, if Employee is terminated between January I and March 15, a Bonus payment for the calendar
year ending prior to Employee's termination ("Prior Year") payable at the same rate that continuing employees receive their Bonus payment, less
applicable tax withholdings, but in no event to exceed 100% of Employee's target payout; provided that (i) Company pays a Bonus to eligible
employees under Company's ABP for the Prior Year, (ii) such Bonus has not already been paid to Employee at the time of termination of Employee's
employment, and (iii) Employee was otherwise eligible for such Bonus payment if Employee had remained employed through the date of payout. This
payment will be paid on the sixtieth (60th) day following Employee's termination of employment. This payment will not be eligible for deferrals to
Company's 401(k) plan.
(iii) In addition, subject to the terms of paragraph 4.C. herein, Employee will receive a one-time, lump-sum severance payment in an amount
equal to the amount of the target Bonus payment Employee would have received under the ABP for the current performance period, prorated through
the effective date of Employee's termination of employment, less tax withholdings. This payment will be paid
5