America Online 2010 Annual Report Download - page 205

K. Entire Agreement.
(i) This Agreement, including Exhibit A and the CNPR Agreement, embodies the entire agreement of the parties hereto with respect to its subject
matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto,
whether oral or written, between Employee and Company. Neither party shall be bound by any term or condition of this Agreement other than as is
expressly set forth herein.
(ii) Employee represents and agrees that he/she fully understands his/her right to discuss all aspects of this Agreement with his/her private
attorney, that to the extent he/she desired, he/she availed himself of this right, that he/she has carefully read and fully understands all of the provisions
of the Agreement, that he/she is competent to execute this Agreement, that his/her decision to execute this Agreement has not been obtained by any
duress, that he/she freely and voluntarily enters into this Agreement, and that he/she has read this document in its entirety and fully understands the
meaning, intent, and consequences of this Agreement.
L. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.
M. Tax Withholding. The Company may withhold from any and all amounts payable under this Agreement such federal. state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.
11. Code Section 409A. This Agreement is intended to be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended
to reflect that intention.
A. Notwithstanding anything herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of
the Code, then with respect to such amounts: (i) if at the time of Employee's separation from service from Company, Employee is a "specified employee" as
defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment
of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code,
then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately
paid or provided to Employee) until the date that is six months following Employee's separation from service from the Company (or the earliest date as is
permitted under Section 409A of the Code), and (ii) each payment of two or more installment payments made under this Agreement shall be designated as a
"separate payment" within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee's
termination of employment shall not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Section 409A
of the Code and references to the employee's "termination," or "termination of employment" and words and phrases of similar meaning shall be construed to
require a "separation from service" for purposes of Section 409A of the Code.
B. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company,
that does not cause such an accelerated or additional tax.
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