America Online 2010 Annual Report Download - page 220

such amounts: (i) if at the time of Employee's separation from service from Company, Employee is a "specified employee" as defined in Section 409A of the
Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of
such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the
commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee)
until the date that is six months following Employee's separation from service from the Company (or the earliest date as is permitted under Section 409A of
the Code), and (ii) each payment of two or more installment payments made under this Agreement shall be designated as a "separate payment" within the
meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee's termination of employment shall
not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Section 409A of the Code and references to the
employee's "termination," or "termination of employment" and words and phrases of similar meaning shall be construed to require a "separation from service"
for purposes of Section 409A of the Code.
B. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company,
that does not cause such an accelerated or additional tax.
C. To the extent any reimbursements or in-kind benefits due Employee under this Agreement constitutes "deferred compensation" under Section 409A
of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).
D. The Company shall consult with you in good faith regarding the implementation of the provisions of this section; provided that neither the Company
nor any of its employees or representatives shall have any liability to you with respect thereto.
(Signature Page to Follow)
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