America Online 2010 Annual Report Download - page 219

Addresses may be changed by notice in writing signed by the addressee.
Addresses may be changed by notice in writing signed by the addressee.
G. Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be
waived, only by a written instrument executed by Employee and AOL's Chief Executive Officer or the senior Human Resources executive, subject to, if
necessary, approval of the Compensation Committee.
H. Waiver. Any waiver or consent from Company with respect to any term or provision of this Agreement or any other aspect of Employee's conduct
or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency
given, to be a further or continuing waiver or consent. The failure or delay of Company at any time or times to require performance of, or to exercise any of its
powers, rights, or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment in no manner
(except as otherwise expressly provided herein) shall affect Company' s right at a later time to enforce any such term or provision.
I. Severability. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby.
J. Survival. Paragraphs 5.A., 5.C. and 5.E., and sections 6, 7, 8, 9, 10 and 11 shall survive termination of this Agreement.
K. Entire Agreement.
(i). This Agreement, including Exhibit A and the CNPR Agreement, embodies the entire agreement of the parties hereto with respect to its
subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating
thereto, whether oral or written, between Employee and Company. Neither party shall be bound by any term or condition of this Agreement other than
as is expressly set forth herein.
(ii). Employee represents and agrees that she fully understands her right to discuss all aspects of this Agreement with her private attorney, that to
the extent she desired, she availed himself of this right, that she has carefully read and fully understands all of the provisions of the Agreement, that she
is competent to execute this Agreement, that her decision to execute this Agreement has not been obtained by any duress, that she freely and voluntarily
enters into this Agreement, and that she has read this document in its entirety and fully understands the meaning, intent, and consequences of this
Agreement.
L. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.
11. Code Section 409A. This Agreement is intended to be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended
to reflect that intention.
A. Notwithstanding anything herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of
the Code, then with respect to
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