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Exhibit 10.34
Execution Copy
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS
This THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS (the “Third Amendment”), by and between
AOL Inc., a Delaware corporation (“Company”), and Julie Jacobs (“Executive”) is made and entered into as of December 18, 2012 (the “Effective Date”).
WHEREAS, Executive and Company entered into an employment agreement dated as of June 11, 2010, as first amended as of March 30, 2011,
and as further amended as of December 13, 2011 (the “Employment Agreement”); and
WHEREAS, Executive and Company have agreed to change certain terms intended to bring the Employment Agreement into documentary
compliance with Section 409A of the Internal Revenue Code, as amended, and desire to amend the Employment Agreement to reflect these changes.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Executive and Company agree as follows:
1. Paragraph 5A(i) of the Employment Agreement is hereby replaced in its entirety with the following:
(i) The Company will pay Executive an amount equal to eighteen (18) months of Executive’s then current Base Salary, less applicable
withholdings. This amount will be paid in a lump sum on the sixtieth (60 ) day following your termination of employment. This
payment will not be eligible for deferrals to Company’s 401(k) plan.
2. Paragraph 5A(ii) of the Employment Agreement is hereby replaced in its entirety with the following:
(iii) Subject to the terms of paragraph 4.B. herein, if you are terminated between January 1 and March 15, a Bonus payment for the
calendar year ending prior to termination (“Prior Year”) payable at the same rate that continuing Executives receive their Bonus payment,
less applicable tax withholdings, but in no event to exceed 100% of your target payout; provided that (i) Company pays a Bonus to eligible
Executives under Company’s ABP for the Prior Year, (ii) such Bonus has not already been paid to you at the time of termination of your
employment, and (iii) you were otherwise eligible for such Bonus payment if you had remained employed through the date of payout.
This amount will be paid to you in a lump sum on the earlier of the date on which other eligible employees are paid bonuses under the
ABP for the Prior Year provided your separation
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