America Online 2010 Annual Report Download - page 229

e. Internal Revenue Code Section 409A. The RSU Make-Good Program is intended to be administered in a manner consistent with the
requirements, where applicable, of Internal Revenue Code Section 409A.
f. CNPR Agreement/Non-Disparagement. You agree to comply with the current version of the Company's Confidentiality, Non-competition and
Proprietary Rights Agreement (the "CNPR Agreement"), which is incorporated herein by reference. In addition, you agree not to make any
disparaging or untruthful remarks or statements about the Company, its officers, directors, employees or agents, and to comply with the
Company's Standards of Business Conduct and all other relevant policies of the Company.
All other terms and conditions of your employment with the Company remain in full force and effect. Your employment with the Company remains at-will,
unless otherwise provided in a separate writing signed by an authorized officer of the Company. Nothing in this letter or the RSU Make-Good Program is
intended to create a contract for employment or guarantee of continued employment with the Company for any period of time. The RSU Make-Good Program
is a discretionary incentive provided by the Company. It is not intended to be a payment of wages for services performed and no entitlement to any cash
payment shall arise unless all of the stated terms and conditions of this RSU Make-Good Program have been satisfied in the Company's sole and absolute
discretion. This letter may not be amended or modified except through a written amendment signed by an authorized officer of the Company and you. In
addition, this letter does not provide you with a right to be granted any RSUs or other equity-based awards under the 2010 Stock Incentive Plan, as amended
and restated from time to time.
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