America Online 2010 Annual Report Download - page 213

benefits default plan and Employee will be responsible for any associated costs. Employee benefits are subject to change at the sole discretion of
Company.
E. Vacation; Other Benefits. The Employee shall be entitled to not less than four (4) weeks of paid vacation each calendar year of her employment
hereunder, in addition to Company's recognized holidays and personal days, as well as to such other employment benefits that are or may be extended or
provided to all other executives at the Executive Vice-President level. The accrual and/or carry over of paid vacation from one year to the next shall be in
accordance with Company policy applicable to the Company location where Employee's principal office is located as it may exist and change from time to
time.
F. Relocation Benefits. Employee shall have twenty-four (24) months from the Commencement Date to relocate to New York, at Employee's election.
Employee may remain in the vicinity of Dulles, VA. The Employee shall be entitled to relocation benefits commensurate with Employee's position as an
Executive Vice President, in accordance with the Company's relocation program as in effect from time to time. All amounts payable under this paragraph 4.F.
shall be subject to Employee's presentment to the Company of appropriate documentation and shall be subject to the limitations and procedures set forth in the
Company's relocation program as in effect from time to time.
G. Deductions from Salary, Bonus and Benefits. The Company may withhold from any Base Salary, bonus, equity or other benefits payable to
Employee all federal, state, local, and other taxes and other amounts as permitted or required pursuant to law, rule, or regulation.
5. Termination of the Employment Agreement.
A. Termination Without Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment
and this Agreement without Cause. If Company terminates Employee's employment and this Agreement without Cause, and, solely in exchange for
Employee's execution and delivery of Company's then standard separation agreement, which includes, among other obligations, a full release of claims
against Company and related entities and persons (sample release language is attached hereto as Exhibit A, which language may be modified by the Company
in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply:
(i) The Company will pay Employee an amount equal to eighteen (18) months of Employee's then current Base Salary, less applicable
withholdings. This amount will be paid in a lump sum no later than 60 days following your termination of employment. This payment will not be
eligible for deferrals to Company's 401(k) plan.
(ii) Subject to the terms of paragraph 4.B. herein, if you are terminated between January 1 and March 15, a Bonus payment for the calendar year
ending prior to your termination ("Prior Year") payable at the same rate that continuing employees receive their Bonus payment, less applicable tax
withholdings, but in no event to exceed 100% of your target payout; provided that (i) Company pays a Bonus to eligible employees under Company's
ABP for the Prior Year, (ii) such Bonus has not already been paid to you at the time of termination of your employment, and (iii) you were otherwise
eligible for such Bonus payment if you had remained employed through the date of payout. This payment will be paid in a lump sum no later than 60
days following your termination of employment. This payment will not be eligible for deferrals to Company's 401(k) plan.
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