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Exhibit 10.47
FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS
This FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS (the “Fourth Amendment”), by and between
AOL Inc., a Delaware corporation (“Company”), and Julie Jacobs (“Executive”) is made and entered into as of November 14, 2013 (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, as
further amended as of December 13, 2011, and as further amended as of December 18, 2012 (the “Employment Agreement”); and
WHEREAS, Company has agreed to change certain terms of the Executive’s compensation and desires 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 4A of the Employment Agreement is hereby replaced with the following:
Base Salary. During the Employment Term and effective as of October 1, 2013 Company shall pay Executive a base salary at the rate of no less than
$27,083.34 semi-monthly, less applicable withholdings, which is $650,000.16 on an annual basis (“Base Salary”). Executive’s semi-monthly paydays
fall on the 15th and the last day of each month. If the 15 th or the last day of the month falls on a weekend or bank holiday, the payday is the preceding
business day. Executive’s Base Salary will be reviewed annually during the Employment Term and may be increased based on Executive’s individual
performance or increases in competitive market conditions. Executive’s Base Salary may be decreased upon mutual consent of Company and Executive.
2. A new section 4H is hereby added to Paragraph 4 of the Employment Agreement :
Performance Equity Grant.
(i) Company shall grant to Executive an equity award that shall have an equity value equal to $250,000.00 on the date of grant. Based on the equity
value on the date of grant, one-third of the equity award will be comprised of restricted stock units (“Additional RSUs”) (rounded down to the nearest
whole number of units), one-third of the equity award will be comprised of stock options (“Additional Stock Options”) (rounded down to the nearest
whole share), and the remaining one-third of the equity award will be comprised of performance shares based on relative total shareholder return
(“Additional Performance Shares”)(rounded down to the nearest whole share). The equity value of Additional RSUs and Additional Performance
Shares will be
1