America Online 2010 Annual Report Download - page 253

EXECUTION COPY
18. Dispute Resolution. Section 1 of Exhibit E of the Existing Agreement is hereby deleted in its entirety and replaced with the following:
1. Dispute Resolution. The following applies only after any other dispute resolution processes elsewhere in the Agreement.
1.1. Management Committee. The Parties will act in good faith and use commercially reasonable efforts to promptly resolve any claim,
dispute, controversy or disagreement (each a "Dispute") between the Parties under or related to this Agreement or any document executed
pursuant to this Agreement or any of the transactions contemplated hereby. If the Parties cannot promptly resolve the Dispute, the Dispute will be
submitted to the Management Committee (defined below) for resolution. For [****] ([****]) Business Days following submission of the Dispute
to the Management Committee, the Management Committee will try to resolve the Dispute. The Management Committee may submit any such
Disputes to the Executive Committee for final resolution. "Management Committee" will mean a committee made up of Google's VP of Search
Partnerships, AOL's Senior VP, Business Development, and one person each from Google and AOL familiar with those day to day operations of
each Party that are related to the Dispute. Neither Party will seek, nor will be entitled to seek, binding outside resolution of the Dispute unless and
until the Parties have been unable amicably to resolve the Dispute as set forth in this Section 1.
1.2. Executive Escalation. In the event that the Management Committee is unable to resolve the Dispute, then the Dispute will be
submitted to the Executive Committee (defined below) for resolution. The Executive Committee shall schedule at least [****] ([****]) meeting
or telephone conference call to resolve the Dispute, and for [****] ([****]) Business Days immediately following submission of the Dispute to
the Executive Committee (the "Initial Executive Escalation"), the Executive Committee will try to resolve such Dispute. "Executive
Committee" will mean a committee made up of either Google's President, Global Sales and Business Development or Google's SVP of Product
Management, and AOL's CEO or CFO and the Management Committee.
1.3. Extended Management Escalation. In the event that after the Initial Executive Escalation, the Executive Committee is unable to
resolve the Dispute, the Management Committee shall meet as often as necessary during the [****] ([****]) Business Days to resolve the
Dispute (the "Extended Management Escalation"). In the event that the Management Committee is unable to resolve the Dispute during the
Extended Management Escalation, the Management Committee shall again submit the Dispute to the Executive Committee and the Executive
Committee shall schedule meetings as necessary during the [****] ([****]) Business Days to resolve the Dispute.
19. Content Targeted Advertising Service. The Parties hereby agree to extend the First Amendment Term, as defined in Section 4 of the First
Amendment, to and through December 31, 2015.
20. [****]. The Parties hereby agree to extend the Seventh Amendment relating to [****] to and through December 31, 2015. During the Renewal Term,
AOL may continue to use [****] and Google will continue to provide [****] as-is under the same terms and conditions existing as of December 19,
2010, except for Section 2.5 (Speed of Matched Results) of the Agreement which will not apply to [****] during the Renewal Term. AOL shall have
the right to terminate the terms of the Seventh Amendment relating to the [****] at its convenience, upon thirty (30) days' prior written notice to
Google. Section [****] of the Agreement will continue to apply to all [****] during the Renewal Term unless AOL exercises the right to terminate the
[****] as set forth in the preceding sentence. In the event of such termination, AOL will have the right to implement an alternate service for [****]
pages, and such alternate service will not be subject to the [****] provisions of Section [****] of the Agreement solely with respect to [****] pages.
Once terminated, Google will have no obligation to provide [****] to AOL.
D. Order of Precedence. This Thirtieth Amendment is supplementary to and modifies the Existing Agreement. The terms of this Thirtieth Amendment
supersede provisions in the Existing Agreement only to
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Google Confidential [Legal Department MC/CW Google]