America Online 2010 Annual Report Download - page 232

the Company pays a Bonus to eligible employees under the Company's ABP for the fiscal year ending prior to your Separation Date, you will receive a
Bonus payment, payable at the same rate that continuing employees receive their Bonus payment, less tax withholdings; provided however, that such
Bonus payment has not already been paid to you prior to your Separation Date. This payment will be paid in a lump sum at the same time that
continuing employees receive their ABP payment for 2010. This payment will not be eligible for deferrals in the Company's 401(k) plan.
c. Subject to the terms of Paragraph 16 of your Employment Agreement, you will receive an amount equal to a pro-rated bonus payment for the
period from January 1, 2011 through your Separation Date, payable at target (an amount equal to $27,945.39, 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.
d. In addition, you will receive an amount equal to the cash payment you otherwise would have been eligible to receive on April 15, 2011 under the
RSU Make-Good Program (had you been an active employee on that date), $45,119.94, 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.
e. If you elect to enroll in COBRA benefit continuation, the Company will pay the cost of medical, dental and vision benefit coverage under COBRA
for eighteen (18) months beginning the first day of the calendar month following the termination of your employment.
f. The services of a professional outplacement and counseling firm, as designated by the Company, for eighteen (18) months to assist you in securing
employment following your separation from employment with the Company.
g. The payments made under Paragraphs 6(a), 6(c) and 6(d) will be paid within thirty (30) days of your Separation Date or the "effective date" of the
signed Separation Agreement, as set forth in Paragraph 15 below, whichever is later, but no later than March 15 of the calendar year following the
termination of your employment.
h. You shall not be entitled to notice and severance under any policy or plan of the Company (the payments set forth in this Paragraph being given in
lieu thereof).
i. Except as set forth above, you shall not be entitled to receive any other bonus or pro-rated bonus payment.
j. The payments under Paragraphs 6(a), 6(b) 6(c) and 6(d) shall be made without regard to any duty to mitigate damages and shall not be reduced by
any compensation received by you from any subsequent employment.
7. The payments and other benefits set forth in Paragraph 6 are being offered solely in consideration for your execution of this Separation Agreement,
including a release of all claims
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