America Online 2010 Annual Report Download - page 203

other materials.
B. Cooperation. Employee agrees that during his/her employment he/she shall, at the request of Company, render all assistance and perform all lawful
acts that Company considers necessary or advisable in connection with any litigation involving Company or any director, officer, employee, shareholder,
agent, representative, consultant, client, or vendor of Company.
9. Arbitration. Except as provided in paragraph 10.B. herein or as otherwise excluded herein, any dispute or controversy arising under or relating to this
Agreement and Employee's employment hereunder (whether based on contract or tort or other common law or upon any federal, state or local statute or
regulation, including, without limitation, claims of discrimination, harassment and retaliation under Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of
either Employee or Company, be submitted to JAMS for resolution in arbitration in accordance with the then current rules and procedures of JAMS for
employment-related disputes. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 30
days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such
dispute or controversy), and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this paragraph 9. Any such
arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any available
streamlined or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such
arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration for both parties. The resolution of any such dispute or
controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such
arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose;
provided, however, the parties may agree after the commencement of a proceeding to hold the arbitration in another jurisdiction. If at the time any dispute or
controversy arises with respect to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be
substituted for JAMS for purposes of this paragraph 9, and the arbitration will be conducted in accordance with the then current AAA Employment
Arbitration Rules & Mediation Procedures.
10. Miscellaneous.
A. Captions. The section, paragraph and subparagraph headings contained herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
B. Specific Remedy. In addition to such other rights and remedies as Company may have at equity or in law with respect to any breach of this
Agreement, if Employee commits a material breach of any provision of this Agreement or the CPNR Agreement, Company shall have the right and remedy to
have such provision specifically enforced by any court having competent jurisdiction, it being acknowledged that any such breach or threatened breach will
cause irreparable injury to Company.
C. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without
regard to the conflicts of law rules thereof.
D. Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Supreme Court of the State of New York,
in New York, New York, and the United States District Court for the Southern District of New York in connection with any suit, action, arbitration or other
proceeding concerning the interpretation of this Agreement or enforcement of paragraph 6 of this
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