America Online 2010 Annual Report Download - page 230

Exhibit 10.28
Revised December 21, 2010
October 27, 2010
Tricia Primrose Wallace
22000 AOL Way
Dulles, VA 20166
Separation Agreement and Release of Claims
Dear Tricia:
This letter will serve as confirmation that your employment with AOL Inc. (together with any successors, subsidiaries, merged entities, and their
respective affiliates, "AOL" or "the Company") is being terminated without cause. This Separation Agreement and Release of Claims ("Separation
Agreement"), upon your signature after your Separation Date, will constitute the complete agreement between you and the Company regarding the terms of
your separation from employment.
1. Your employment with the Company will terminate without cause at the close of business February 1, 2011 (your "Separation Date") and the date of this
letter shall be deemed your notification date (your "Notification Date"). Beginning on your Notification Date, you will remain an employee of the Company
through your Separation Date ("Notification Period"). You shall continue to receive your base salary and benefits during this Notification Period. It is
expected that you will perform your job satisfactorily. The Company reserves the right to change your Separation Date, but will notify you in writing of any
change. If you obtain other employment with AOL within thirty days of your Separation Date, you will not be eligible to receive any of the benefits set forth
in this Separation Agreement, unless specified herein, and this Separation Agreement shall become null and void.
2. On the next regularly scheduled pay date following your Separation Date, or sooner if local law requires, you will receive a check for all unpaid wages
and any accrued, unused vacation or paid time off from January 1, 2011, or longer if required by state law, due through your Separation Date, less applicable
deductions and withholdings.
3. Your medical, dental and vision benefits will continue through the end of the month in which your Separation Date occurs. The date of the qualifying
event for purposes of the Consolidated Omnibus Budget Reconciliation Act ("COBRA") shall be your Separation Date. You will receive separate information
regarding your option to continue health benefits under COBRA after your Separation Date. Your Company-paid life insurance will continue through the end
of the month in which your Separation Date occurs. All other benefits will terminate on your Separation Date.
Aol.
22000 AOL Way, Dulles, VA 20166