America Online 2010 Annual Report Download - page 216

E. Resignation for Good Reason. Employee also may resign employment with the Company and terminate this Agreement for Good Reason, provided
that the Employee gives the Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition,
which written notice shall provide a 30-day period during which the Company may remedy the actions that Employee has identified as the condition
constituting grounds for a resignation for Good Reason. If the Company has not remedied the Good Reason condition within 30 days following such notice
from the Employee, then the Employee must resign her employment with the Company within 30 days of the end of the remedy period or she will have
forever waived her right to resign for Good Reason for such condition. Upon such a termination, the Employee will be treated in accordance with Section 5.A
hereof, as if the Employee's employment had been terminated by the Company without Cause. As used herein, "Good Reason" means: (i) Employee no longer
reports to the CEO; (ii) a relocation of the Employee's principal office at the Company to a location which is more than 50 miles from its location as of the
date of this Agreement without Employee's written consent; (iii) a material diminution in Employee's duties, responsibilities, or authority; or (iv) a material
diminution in the Employee's then Base Salary.
6. Non-Competition Agreements and Restrictive Covenants.
A. Employee agrees to execute and abide by the enclosed CNPR Agreement with Company, which is incorporated herein by reference. Any reference
in the CNPR Agreement to Employee's "at will" employment status is superseded by this Agreement.
B. Employee also agrees that, in addition to Employee's obligations under the CNPR Agreement, for twelve (12) months following termination of her
employment for any reason, Employee shall not, directly or indirectly, participate in the ownership, control, or management of, or perform any services for or
be employed by Bloomberg, Demand Studios, Time Warner, Inc., Yahoo!, Inc., Google, Inc. Microsoft Corporation, IAC/Interactive Corp., News Corp,
Viacom Inc. or Disney, or any of their respective subsidiaries, affiliates or successors.
7. Representations and Warranties of Employee. Employee hereby represents and warrants to Company as follows: (i) Employee has the legal capacity and
unrestricted right to execute and deliver this Agreement and to perform all of her obligations hereunder; (ii) the execution and delivery of this Agreement by
Employee and the performance of her obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement,
document, arrangement, or other understanding to which Employee is a party or by which she is or may be bound or subject; (iii) the execution and delivery
of, and Employee's performance under, this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by Employee prior to her employment with the Company; (iv) the execution and delivery of, and
Employee's performance under, this Agreement and as an employee of the Company does not and will not breach any prior agreement not to compete with the
business of any other company; (v) Employee will not disclose to the Company or induce the Company to use any confidential or proprietary information or
material belonging to any previous employer or other person or entity; (vi) Employee is not a party to any other agreement that will interfere with Employee's
full compliance with this Agreement; (vii) Employee will not enter into any agreement, whether written or oral, in conflict with the provisions of this
Agreement; (viii) Employee agrees to indemnify and hold the Company harmless from and against any and all damages, claims, costs, and expenses,
including reasonable attorneys' fees, based on or arising, directly or indirectly, from her willful breach of any agreement or understanding between her and
another person or company, as finally determined by a court of
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