America Online 2010 Annual Report Download - page 234

matter involving your tenure as an employee, officer, or director of the Company, including, but not limited to, meetings with Company representatives and
counsel and giving testimony in any legal proceeding involving the Company. The Company will reimburse you for reasonable out-of-pocket expenses (not
including attorney's fees unless required by federal, state or local law) incurred in rendering such assistance to the Company.
10. The parties understand and agree that the terms of this Separation Agreement are confidential and agree not to disclose to others the terms of this
Separation Agreement, except as otherwise permitted or required by law, to a government agency in connection with any charge or investigation, in
connection with a dispute arising out of this Separation Agreement, or with the written consent of the other; provided however, that this Paragraph 10 does not
preclude disclosure to your immediate family or for purposes of securing professional financial, tax or legal services, and for the Company, on a strictly need
to know basis, provided further that, prior to making any such disclosure, the parties will inform any such persons that this confidentiality clause is in effect
and that they are also bound by it.
11. You agree not to affirmatively encourage or assist any person or entity in litigation against the Company or its affiliates, officers, directors, employees or
agents in any manner. This provision does not affect the claims and rights that you have not waived as set forth in Paragraph 8 or prohibit your response to a
valid subpoena for documents or testimony or other lawful process; however, you agree to provide the Company with immediate notice of any such subpoena
or process. You further agree that this Separation Agreement is not admissible in any proceeding except one to enforce the terms of this Separation
Agreement.
12. You agree not to make any disparaging or untruthful remarks or statements about the Company, its officers, directors, employees or agents. The
Company agrees not to cause its officers and senior executives to make any disparaging or untruthful remarks or statements about your employment with the
Company. Nothing in this Separation Agreement prevents you or the Company from making truthful statements when required by law, court order, subpoena,
or the like, to a governmental agency or body.
13. You agree that in the event you breach any of your obligations under Paragraphs 4, 9, 10, 11 and 12 of this Separation Agreement, the Company will be
entitled to recover the full amount paid under Paragraph 6 above and to obtain all other remedies provided by law or in equity.
14. If any term or clause of this Separation Agreement should ever be determined to be unenforceable, you and the Company agree that this will not affect
the enforceability of any other term or clause of this Separation Agreement.
15. a) If you are under age 40 on your Separation Date:
You should consider consulting an attorney before executing this Separation Agreement. You have seven (7) days from your Separation Date in
which to sign and return the Separation Agreement, although you may, at your discretion, sign and return the Separation Agreement at any earlier
time, after your Separation Date. The day you return the executed Separation Agreement is the "effective date" of this Separation Agreement. If
you have not returned the executed Separation Agreement within the time permitted, then the Company's offer will
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