America Online 2010 Annual Report Download - page 215

made to Employee under subparagraphs 5.A.(i), (ii) and (iii) above, and to obtain all other remedies provided by law or equity.
B. Termination For Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment and
this Agreement for Cause, as this term is defined below, with or without prior notice to Employee.
(i) For purposes of this Agreement, "Cause" means: (a) Employee's conviction of, or nolo contendere or guilty plea to, a felony (whether any
right to appeal has been or may be exercised); (b) Employee's failure or refusal without proper cause to perform Employee's duties with Company,
including Employee's express obligations under this Agreement, if such failure or refusal remains uncured for 30 days after written notice to Employee
specifically describing such failure or refusal; (c) fraud, embezzlement, misappropriation, or material destruction of Company property by Employee;
(d) Employee's breach of any statutory or common law duty of loyalty to Company; (e) Employee's violation of the CNPR Agreement or the SBC;
(f) Employee's improper conduct substantially prejudicial to Company's business; (g) Employee's failure to cooperate in any internal or external
investigation involving Company; or (h) Employee's indictment (or its procedural equivalent) for a felony alleging fraud, embezzlement,
misappropriation or destruction of Company property by Employee or alleging fraud, embezzlement, or monetary theft by Employee with respect to
another party.
(ii) If Company terminates Employee's employment and this Agreement for Cause, Company shall have no further obligation to Employee other
than (a) to pay Employee's Base Salary and accrued unused vacation, in accordance with Company policy, through the effective date of termination,
and (b) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, but Employee will not be entitled
to receive any bonus payments.
C. Death and Disability. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee's employment and this
Agreement on account of Employee's death or disability (as the term "disability" is defined in Company's long-term disability plan, but which definition must
also constitute a "disability" for purposes of Section 409A of the Code), and the terms of this paragraph 5.C. shall apply to such termination. If Company
terminates Employee's employment and this Agreement because of Employee's death or disability, Company shall have no further obligation to Employee or
Employee's heirs other than (i) to pay Employee's Base Salary through the effective date of termination, (ii) subject to the terms of paragraph 4.B herein, to
pay a one-time, lump sum payment equal to the amount of the target Bonus payment Employee would have received under the ABP, prorated through the
effective date of Employee's termination of employment, less tax withholdings, which will be paid within 60 days of the effective date of termination and
(iii) with respect to any rights or benefits you may have pursuant to any insurance, benefit or other applicable plan of the Company, but you will not be
entitled to receive any other bonus payments.
D. Resignation Not For Good Reason. Employee may resign employment with Company at any time. If Employee resigns employment and such
resignation does not constitute a resignation for Good Reason within the meaning of paragraph 5.E. herein, Company shall have no further obligation to
Employee other than (i) to pay Employee's Base Salary and accrued unused vacation, in accordance with Company policy, through the effective date of the
resignation, and (ii) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, but Employee will not be
entitled to receive any bonus payments.
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