America Online 2010 Annual Report Download - page 211

eligibility to work in the United States on the first day of work. Employee should contact Company with any questions about what documents are
acceptable for this purpose.
(ii) Employee's employment is contingent upon the results of a pre-employment background check, which may include confirmation of
Employee's Social Security number, verification of prior employment, verification of education, if applicable, and a criminal records check, all to be
conducted in accordance with applicable law. If the results of the pre-employment background check are not satisfactory, or if Company determines
that Employee has falsified or failed to disclose relevant information on Employee's application, Company reserves the right to terminate Employee's
employment for Cause.
3. Exclusive Services and Best Efforts. Employee agrees to devote her best efforts, energies, and skill to the discharge of the duties and responsibilities
attributable to her position, and to this end, she will devote her full time and attention exclusively to the business and affairs of Company. Employee is not
precluded from performing any charitable or civic duties, provided that such duties do not interfere with the performance of her duties as an employee of the
Company, do not violate the SBC or the Confidentiality, Non-Competition and Proprietary Rights Agreement ("CNPR Agreement"), or cause a conflict of
interest. Employee may sit on the boards of non-Company entities during employment only if first approved in writing by the Company's Chief Compliance
Officer.
4. Compensation and Benefits.
A. Base Salary. During the Employment Term, Company shall pay Employee a base salary at the rate of no less than $18,750.00 semi-monthly, less
applicable withholdings, which is $450,000 on an annual basis ("Base Salary"). Employee's Base Salary will be reviewed annually during the Employment
Term and may be increased based on Employee's individual performance or increases in competitive market conditions. Employee's Base Salary may be
decreased upon mutual consent of Company and Employee.
B. Annual Bonus Plan. In addition to Employee's Base Salary, Employee will be eligible to participate in the Company's Annual Bonus Plan ("ABP"),
pursuant to its terms as determined by the Company from time to time. Pursuant to the ABP, the Company will review its overall performance and
Employee's individual performance and will determine Employee's bonus under the ABP, if any ("Bonus"). Although as a general matter in cases of
satisfactory individual performance, the Company would expect to pay a Bonus at the target level provided for in the ABP where the Company has met target
performance with respect to the financial metrics measuring performance for a given year, the Company does not commit to paying any Bonus, and
Employee's Bonus may be negatively affected by the exercise of the Company's discretion or by overall Company performance. Although any Bonus (and its
amount, if a Bonus is paid) is fully discretionary, your target Bonus for each fiscal year during the Term as a percentage of your Base Salary is 75% percent.
C. Equity Incentive Awards.
(i) During Employee's employment, she will be eligible to participate in any grants or awards of long term equity incentives which are offered to
all other Executive Vice Presidents of Company. Employee's participation in any such programs will be at the same rate as comparable level Executive
Vice Presidents of Company and any such awards or grants shall be determined in accordance with the terms and conditions of the plans, agreements
and notices under which such grants or awards were issued, subject to approval, and in a manner determined,
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