America Online 2010 Annual Report Download - page 202

right to resign for Good Reason for such condition. Upon such a termination, the Employee will be treated in accordance with paragraph 5.A herein, as if the
Employee's employment had been terminated by the Company without Cause. As used herein, "Good Reason" means: (i) Employee no longer reports to the
CEO; (ii) a relocation of the Employee's principal office at the Company to a location which is more than 50 miles from its location as of the date of this
Agreement without Employee's written consent; (iii) a material diminution in Employee's duties, responsibilities, or authority; or (iv) a material diminution in
the Employee's then Base Salary.
6. Non-Competition Agreements and Restrictive Covenants.
A. Employee agrees to execute and abide by the enclosed CNPR Agreement with Company, which is incorporated herein by reference. Any reference
in the CNPR Agreement to Employee's "at will" employment status is superseded by this Agreement.
B. Employee also agrees that, in addition to Employee's obligations under the CNPR Agreement, for twelve (12) months following termination of his/
her employment for any reason, Employee shall not, directly or indirectly, participate in the ownership, control, or management of, or perform any services
for or be employed by Bloomberg, Demand Studios, Time Warner, Inc., Yahoo!, Inc., Google, Inc. Microsoft Corporation, IAC/Interactive Corp., News Corp,
Viacom Inc. or Disney, or any of their respective subsidiaries, affiliates or successors.
7. Representations and Warranties of Employee. Employee hereby represents and warrants to Company as follows: (i) Employee has the legal capacity and
unrestricted right to execute and deliver this Agreement and to perform all of his/her obligations hereunder; (ii) the execution and delivery of this Agreement
by Employee and the performance of his/her obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement,
document, arrangement, or other understanding to which Employee is a party or by which he/she is or may be bound or subject; (iii) the execution and
delivery of, and Employee's performance under, this Agreement and as an employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by Employee prior to his/her employment with the Company; (iv) Employee will not disclose
to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or other person or
entity; (v) Employee is not a party to any other agreement that will interfere with Employee's full compliance with this Agreement; (vi) Employee will not
enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement; (vii) Employee agrees to indemnify and hold the
Company harmless from and against any and all damages, claims, costs, and expenses, including reasonable attorneys' fees, based on or arising, directly or
indirectly, from his/her willful breach of any agreement or understanding between him/her and another person or company, as finally determined by a court of
competent jurisdiction; this includes, but is not limited to, liability for the Company arising from or based on any confidential or proprietary information or
trade secrets Employee has obtained from sources other than the Company.
8. Employment Obligations.
A. Company Property. All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to
Company's business that Employee shall prepare or receive from Company shall remain Company's sale and exclusive property. Upon termination of this
Agreement, or upon Company's request, Employee shall promptly return to Company all property of Company in his/her possession. Employee further
represents that he/she will not copy, cause to be copied, print out, or cause to be printed out any software, documents, or other materials originating with or
belonging to Company. Employee additionally represents that, upon termination of his/her employment with Company, he/she will not retain in his/her
possession any such software, documents, or
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