America Online 2010 Annual Report Download - page 210

Exhibit 10.23
EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of June 11, 2010, by and between AOL INC. (the "Company"), a
New York Corporation with an address at 770 Broadway, New York, New York 10003, and Julie Jacobs ("Employee").
WHEREAS, Company desires to retain the services of Employee as Executive Vice President, General Counsel and Corporate Secretary of Company;
and
WHEREAS, Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between
Company and Employee;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall commence on May 10, 2010 (the "Commencement Date"),
and shall continue for a period through and including April 30, 2014 ("Term Date"), subject to the following provisions for extension and the provisions
regarding earlier termination set forth in this Agreement. If at the Term Date, Employee's employment has not been terminated previously, and Employee and
Company have not agreed to an extension or renewal of this Agreement or to the terms of a new employment agreement, then Employee's Employment Term
shall continue on a month-to-month basis, and Employee shall continue to be employed by Company pursuant to the terms of this Agreement, subject to
termination by either party hereto on 30 days' written notice delivered to the other party (which notice may be delivered by either party at any time on or after
a date which is 30 days before the Term Date). If Company elects to give notice of termination under this section 1 and the basis for such termination is not
one of the grounds for termination set forth in paragraphs 5.B. or 5.C., then Employee's termination shall be deemed a termination without Cause under
paragraph 5.A. If Employee elects to give notice of termination under this section 1 and the basis for such termination is not one of the grounds for
termination set forth in paragraph 5.E., then Employee's termination shall be deemed a voluntary resignation not for Good Reason under paragraph 5.D.
2. Duties; Conditions of Employment.
A. Duties. Employee shall perform all duties incident to the position of Executive Vice President, General Counsel and Corporate Secretary of
Company as well as any other duties as may from time to time be assigned by the Board of Directors of Company or such other person as she or the Company
may designate, which duties and authority shall be consistent, and those normally associated, with Employee's position, and agrees to abide by all Company
by-laws, policies, practices, procedures, or rules, including the Company's Standards of Business Conduct ("SBC"). Employee will be expected to perform
services for Company at Company's Dulles, Virginia or New York office, subject to such travel as may be required in the performance of Employee's duties.
B. Conditions of Employment.
(i) Employee's employment is contingent on submission of satisfactory proof of eligibility to work in the United States. Employee must bring
documentary proof of