America Online 2010 Annual Report Download - page 201

(i) For purposes of this Agreement, "Cause" means: (a) Employee's conviction of or nolo contendere or guilty plea to, a felony (whether any right
to appeal has been of may be exercised); (b) Employee's repeated failure or refusal without proper cause to perform Employee's duties with Company,
including Employee's express obligations under this Agreement, provided that Company shall give Employee written notice specifically identifying and
describing the failure or refusal and provided such failure or refusal remains uncured for 60 days after such notice to Employee; (c) fraud,
embezzlement, misappropriation, or material destruction of Company property by Employee; (d) Employee's breach of any statutory or common law
duty of loyalty to Company; (e) Employee's violation of paragraph 6, the CNPR Agreement or the SHC; (f) Employee's improper conduct substantially
prejudicial to Company's business; (g) Employee's failure to cooperate in any internal or external investigation involving Company; or (h) Employee's
indictment (or its procedural equivalent) for a felony alleging fraud, embezzlement, misappropriation or destruction of Company property by Employee
or alleging fraud, embezzlement, or monetary theft by Employee with respect to another party.
(ii) If Company terminates Employee's employment and this Agreement for Cause, Company shall have no further obligation to Employee other
than (a) to pay Employee's Base Salary and accrued unused vacation, in accordance with Company policy, through the effective date of termination,
and (b) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, but Employee will not be entitled
to receive any bonus payments.
C. Death and Disability. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment and this
Agreement on account of Employee's death or disability (as the term "disability" is defined in Company's long-term disability plan, but which definition must
also constitute a "disability" for purposes of Section 409A of the Code), and the terms of this paragraph 5.C. shall apply to such termination. If Company
terminates Employee's employment and this Agreement because of Employee's death or disability, Company shall have no further obligation to Employee or
Employee's heirs other than (i) to pay Employee's Base Salary through the effective date of termination, (ii) to pay Employee an amount equal to eighteen
(18) months of Employee's then current Base Salary, less applicable withholdings, payable in a lump sum within thirty (30) days of the effective date of
Employee's termination (which payment will oat be eligible for deferrals to Company's 401(k) plan), (iii) subject to the terms of subparagraph 4.C herein, to
pay a Bonus payment, prorated through the effective date of the termination of Employee's employment and (iv) with respect to any rights or benefits
Employee may have pursuant to any insurance, benefit or other applicable plan of the Company, but Employee shall not be entitled to receive any other bonus
payments.
D. Resignation Not For Good Reason. Employee may resign employment with Company at any time. If Employee resigns employment and such
resignation does not constitute a resignation for Good Reason within the meaning of paragraph 5.E herein, Company shall have no further obligation to
Employee other than (i) to pay Employee's Base Salary and accrued unused vacation, in accordance with Company policy, through the effective date of the
resignation, and (ii) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, but Employee will not be
entitled to receive any bonus payments.
E. Resignation for Good Reason. Employee also may resign employment with the Company and terminate this Agreement for Good Reason, provided
that the Employee gives the Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition,
which written notice shall provide a 30-day period during which the Company may remedy the actions that Employee has identified as the condition
constituting grounds for a resignation for Good Reason. If the Company has not remedied the Good Reason condition within 30 days following such notice
from the Employee, then the Employee must resign his/her employment with the Company within 30 days of the end of the remedy period or he/she will have
forever waived his/her
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