America Online 2010 Annual Report Download - page 231

4. Prior to your departure on your Separation Date, unless otherwise instructed by an authorized Company representative, you must:
a. resign from any and all positions you hold as an officer and/or director of AOL Inc. and from each of its direct and indirect subsidiaries and/or
affiliates; and
b. return to your manager all the Company property in your possession, including, but not limited to, your identification badge and SecurlD, keys,
computers, corporate credit cards, pagers, telephones, parking permits and the original and all copies of any written, recorded, or computer readable
information about Company practices, procedures, trade secrets, customer lists or product marketing associated with the Company's business and any
other information deemed proprietary or confidential in accordance with Company policies or the Company's Confidential Information,
NonCompetition and Proprietary Rights Agreement (the "CNPR Agreement"). By signing this Separation Agreement, you represent that you have
returned all Company confidential or proprietary information in your possession and that you took all reasonable steps to protect the confidentiality of
such Company information during your employment. You agree that you are bound by (a) all the terms of the Standards of Business Conduct through
your Separation Date and (b) the Company's CNPR Agreement, which remains in full force and effect after your Separation Date and includes, among
other obligations, the continuing duty not to disclose Company confidential or proprietary information after your Separation Date. Notwithstanding
anything in the CNPR Agreement to the contrary, you shall not be prevented from accepting employment at any company except that for the twelve
month period immediately following your Separation Date (the "Restricted Period"), you agree you will not accept employment by Bloomberg,
Demand Studios, Yahoo!, Inc., Google Inc., Microsoft Corporation, lAC/InterActive Corp., News Corp, Viacom Inc. or Disney, or any of their
respective subsidiaries, affiliates or successors (each a "Restricted Entity"). In the event you wish to work for one of the Restricted Entities during the
Restricted Period, you may send a written notice of that request to the Company, at which time the Company may elect to waive the application of this
Paragraph 4 and to allow you to work for that Restricted Entity during the Restricted Period.
5. In addition, pursuant to your December 7, 2007 employment agreement ("Employment Agreement") and under the terms and conditions as detailed
below, the Company will agree to provide you additional payments and benefits, which you acknowledge are payments and benefits to which you are
otherwise not entitled, if you sign this Separation Agreement. If you do not sign this Separation Agreement, you will not receive the additional payments and
benefits.
6. In exchange for your execution of this Separation Agreement, the Company will provide you the following and the following terms shall apply:
a. An amount equal to eighteen (18) months of your current Base Salary, $637,500.24, less applicable withholdings, paid in a lump sum, subject to
Paragraph 6(g) below. This payment will not be eligible for deferrals to the Company's 401(k) plan.
b. Subject to the terms of Paragraph 16 of your Employment Agreement, provided
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