America Online 2010 Annual Report Download - page 200

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.
(iv) If Employee elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"),
Company will pay the cost of Employee's medical, dental and vision benefit coverage ("group health coverage") under COBRA for up to eighteen
(18) months, in accordance with COBRA, beginning the first day of the calendar month following Employee's termination of employment. Employee
agrees that the Company may impute compensation income to Employee in an amount equal to 102% of the premium cost for such group health
coverage if necessary to avoid adverse income tax consequences to Employee resulting from the application of Section 105(h) of the Code to the
Company's payment of the cost of such group health coverage.
(v) If Employee's separation agreement fails to become effective and irrevocable prior to the sixtieth (60th) day following Employee's termination
of employment, the Company will have no obligation to make the payments provided by paragraphs 5.A.(i), (ii), (iii) and (iv) herein, other than to
provide Employee with COBRA to the extent required by law.
(vi) Employee agrees to reasonably assist Company, in connection with any litigation, investigation or other matter involving Employee's tenure
as an employee, officer or director of the Company, including, but not limited to, meetings with Company representatives and counsel and giving
testimony in any legal proceeding involving Company. Company will reimburse Employee for reasonable out-of-pocket expenses incurred in rendering
such assistance to Company (not including attorney's fees, unless required by federal, state or local law). Furthermore, Employee agrees not to
affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This
provision does not prohibit Employee's response to a valid subpoena for documents or testimony or other lawful process or limit Employee's rights that
are not legally waivable; however, Employee agrees to provide Company with prompt notice of said process.
(vii) Employee agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers,
directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or
statements about Employee's employment with the Company to prospective employers of Employee following Employee's termination from
employment. Nothing in this Agreement prevents Employee or Company from making truthful statements when required by law, court order, subpoena,
or the like, to a governmental agency or body or in connection with any legal proceeding.
(viii) Employee shall not be entitled to notice and severance under any policy or plan of Company (the payments set forth in this paragraph 5.A.
being given in lieu thereof) and Employee waives all participation in and claims under such policies and plans;
(ix) Employee agrees that if Employee breaches any of Employee's obligations, to the material detriment of Company, under paragraphs 5.A.(vi)
or (vii), under paragraphs 6 or 9 of this Agreement, under the CNPR Agreement, or under the separation agreement described in this paragraph 5.A.,
Company has the right to seek recovery of the full payments made to Employee under subparagraphs 5.A.(i), (ii) and (iii) above, and to obtain all other
remedies provided by law or equity.
B. Termination For Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment and
this Agreement for Cause, as this term is defined below, with or without prior notice to Employee.
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