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AOL Inc. – ‘10-12B/A’ on 9/16/09 – ‘EX-10.12’

On:  Wednesday, 9/16/09, at 9:14am ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-192456   ·   File #:  1-34419

Previous ‘10-12B’:  ‘10-12B’ on 7/27/09   ·   Next:  ‘10-12B/A’ on 10/26/09   ·   Latest:  ‘10-12B/A’ on 11/16/09   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 10/13/09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/16/09  AOL Inc.                          10-12B/A¶             68:6.6M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment No. 1 to Form 10                          HTML    100K 
68: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     84K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    187K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     31K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     97K 
 5: EX-10.1     Material Contract                                   HTML     80K 
10: EX-10.10    Material Contract                                   HTML     71K 
11: EX-10.11    Material Contract                                   HTML     33K 
12: EX-10.12    Material Contract                                   HTML     33K 
13: EX-10.13    Material Contract                                   HTML     33K 
14: EX-10.14    Material Contract                                   HTML     37K 
15: EX-10.15    Material Contract                                   HTML     37K 
16: EX-10.16    Material Contract                                   HTML     37K 
17: EX-10.17    Material Contract                                   HTML     30K 
18: EX-10.18    Material Contract                                   HTML     24K 
19: EX-10.19    Material Contract                                   HTML     20K 
20: EX-10.20    Material Contract                                   HTML     52K 
21: EX-10.21    Material Contract                                   HTML     52K 
22: EX-10.22    Material Contract                                   HTML    247K 
23: EX-10.23    Material Contract                                   HTML     56K 
24: EX-10.24    Material Contract                                   HTML     45K 
25: EX-10.25    Material Contract                                   HTML     44K 
26: EX-10.26    Material Contract                                   HTML     30K 
27: EX-10.27    Material Contract                                   HTML     36K 
28: EX-10.28    Material Contract                                   HTML     29K 
29: EX-10.29    Material Contract                                   HTML     31K 
30: EX-10.30    Material Contract                                   HTML     63K 
31: EX-10.31    Material Contract                                   HTML     34K 
32: EX-10.32    Material Contract                                   HTML     29K 
33: EX-10.33    Material Contract                                   HTML     96K 
34: EX-10.34    Material Contract                                   HTML     29K 
35: EX-10.35    Material Contract                                   HTML     30K 
36: EX-10.36    Material Contract                                   HTML     30K 
37: EX-10.37    Material Contract                                   HTML     30K 
38: EX-10.38    Material Contract                                   HTML     30K 
39: EX-10.39    Material Contract                                   HTML     30K 
40: EX-10.40    Material Contract                                   HTML    124K 
41: EX-10.41    Material Contract                                   HTML     30K 
42: EX-10.42    Material Contract                                   HTML     32K 
43: EX-10.43    Material Contract                                   HTML     31K 
44: EX-10.44    Material Contract                                   HTML     72K 
45: EX-10.45    Material Contract                                   HTML     31K 
46: EX-10.46    Material Contract                                   HTML     21K 
47: EX-10.47    Material Contract                                   HTML    182K 
48: EX-10.48    Material Contract                                   HTML     25K 
49: EX-10.49    Material Contract                                   HTML     27K 
50: EX-10.50    Material Contract                                   HTML     57K 
51: EX-10.51    Material Contract                                   HTML     23K 
52: EX-10.52    Material Contract                                   HTML     43K 
53: EX-10.53    Material Contract                                   HTML    126K 
54: EX-10.54    Material Contract                                   HTML    113K 
55: EX-10.55    Material Contract                                   HTML     31K 
56: EX-10.56    Material Contract                                   HTML     27K 
57: EX-10.57    Material Contract                                   HTML     43K 
58: EX-10.58    Material Contract                                   HTML     86K 
59: EX-10.59    Material Contract                                   HTML     22K 
 6: EX-10.6     Material Contract                                   HTML    148K 
60: EX-10.60    Material Contract                                   HTML     26K 
61: EX-10.61    Material Contract                                   HTML     48K 
62: EX-10.62    Material Contract                                   HTML     26K 
63: EX-10.63    Material Contract                                   HTML     22K 
64: EX-10.64    Material Contract                                   HTML     40K 
65: EX-10.65    Material Contract                                   HTML    576K 
66: EX-10.66    Material Contract                                   HTML     36K 
 7: EX-10.7     Material Contract                                   HTML    115K 
 8: EX-10.8     Material Contract                                   HTML     69K 
 9: EX-10.9     Material Contract                                   HTML     67K 
67: EX-99.1     Miscellaneous Exhibit                               HTML   1.78M 


‘EX-10.12’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Exhibit 10.12  

Exhibit 10.12

LOGO

 

 

 

HUMAN RESOURCES MEMORANDUM

 

 

 

 

TO:    Tricia A. Primrose
FROM:    Dave Harmon, EVP AOL Human Resources
CC:    Gillian Pon, VP AOL Human Resources, Total Rewards
DATE:    April 1, 2009
SUBJECT:        Retention Bonus Program

This memo is to notify you that you are eligible to participate in a one-time, discretionary retention bonus program (“Retention Bonus Program”) with AOL LLC (together with its subsidiaries and affiliates, “AOL” or the Company). This letter sets forth the key terms and conditions of your participation in the Retention Bonus Program.

 

1. Retention Bonus Program
  a.   Bonus Period.  The Retention Bonus Program shall be effective from April 1, 2009 and shall end on March 31, 2010 (“Bonus Period”).

 

  b.   Bonus Payment.  Subject to the Bonus Conditions set forth below, the total retention bonus amount for which you may be eligible shall be a one-time payment equal to $190000, less applicable withholdings (“Bonus Payment”).

 

2. Retention Bonus Conditions

Your eligibility for the Bonus Payment shall be subject to and dependent upon you meeting the following conditions:

 

  a.   Employment.  You must be a full-time, active employee of the Company throughout the entire Bonus Period, subject to the following conditions:

 

  (i)   Prior to the end of the Bonus Period, if AOL terminates your employment without cause, as defined below, in exchange for your execution and delivery of the Company’s standard separation agreement which contains, among other obligations, a valid release of all claims against the Company, you shall be entitled to receive any remaining, unpaid Bonus Payment under the Retention Bonus Program.

 

  (ii)   Prior to the end of the Bonus Period, if AOL terminates your employment for cause, as defined below, or if you resign your employment for any reason, you will not be entitled to any Bonus Payment (or any pro rata Bonus Payment) for the Bonus Period. If during the Bonus Period you move to another Time Warner entity, you will not be entitled to any Bonus Payment (or any pro rata Bonus Payment) for the Bonus Period.


  (iii) Prior to the end of the Bonus Period, as a result of an “AOL Change of Control Transaction”, as defined as you no longer having a position with the Company, the Company agrees to terminate your employment and characterize such termination as a termination without cause for purposes of paragraph 2(a)(i) above. For purposes of this Retention Bonus Program, an “AOL Change in Control Transaction” means a transaction that results in (i) a transfer by the Company or any Affiliate of the Company of your employment to a corporation, company or other entity whose financial results are not consolidated with those of the Company or Time Warner, or (ii) a change in the ownership structure of the Company or Affiliate with which you are employed such that the Company’s or Affiliate’s financial results are no longer consolidated with those of Time Warner.

 

  (iv) For purposes of this Paragraph, “cause” means: (i) your conviction of, or nolo contendere or guilty plea to, a felony (whether any right to appeal has been or may be exercised); (ii) your failure, in the sole discretion of the Company, to satisfactorily perform your duties and responsibilities for the Company; (iii) fraud, embezzlement, misappropriation, or material destruction of Company property by you; (iv) your breach of any statutory or common law duty of loyalty to the Company; (v) your violation of the Company’s Confidentiality, Non-competition and Proprietary Rights Agreement (the “CNPR Agreement”) or the Standards of Business Conduct; (vi) your improper conduct substantially prejudicial to the Company’s business; or (vii) your failure to cooperate in any internal or external investigation involving the Company.

 

  b.   Eligibility.  Eligibility for participation in the Retention Bonus Program shall be determined by the Chief Executive Officer, AOL and the Executive Vice President of the Human Resources department, at their sole discretion, and can be revised at any time for any reason not prohibited by law.

 

  c.   Satisfactory Performance.  You must perform your position in a satisfactory fashion throughout the entire Bonus Period. Satisfactory performance shall be determined by the Chief Executive Officer, AOL and the Executive Vice President of the Human Resources department, at their sole and absolute discretion.

 

  d.   Leave of Absence.  If you are on an approved leave of absence during the Bonus Period, you shall receive a Bonus Payment only upon your return to work. If you do not return from a leave of absence, you will not receive a Bonus Payment.

 

  e.   Payment Dates and Withholdings.  Any Bonus Payment to which you may be awarded under this Retention Bonus Program shall be paid, less applicable withholdings, on your next regularly scheduled pay date following the end of the Bonus Period, unless local law requires that it be paid sooner. If AOL terminates your employment without cause as referenced in paragraph 2(a)(i) above, AOL will pay any remaining, unpaid Bonus Payment, less applicable withholdings, within four (4) weeks of its receipt of your executed separation agreement.


  f. CNPR Agreement/Non-Disparagement.  You agree to comply with the current version of the Company’s Confidentiality, Non-competition and Proprietary Rights Agreement (the “CNPR Agreement”) which is incorporated herein by reference. In addition, you agree not to make any disparaging or untruthful remarks or statements about the Company, its officers, directors, employees or agents, and to comply with the Standards of Business Conduct and all other relevant policies of the Company.

 

  g. Confidentiality.  You agree to keep the existence and details of the Retention Bonus Program, including your participation in the Retention Bonus Program, strictly confidential. Any breach of this provision shall result in forfeiture of your eligibility for the Bonus Payment or your return of the Bonus Payment to the Company if previously paid to you.

All other terms and conditions of your employment with the Company remain in full force and effect. Your employment with the Company remains at-will, unless otherwise provided in a separate writing signed by an authorized officer of the Company. Nothing in this letter or the Retention Bonus Program is intended to create a contract for employment or guarantee of continued employment with the Company for any period of time. The Bonus Program is a discretionary incentive provided by the Company. It is not intended to be a payment of wages for services performed and no entitlement to any bonus payment should arise unless all of the stated terms and conditions of this Bonus Program have been satisfied in the Company’s sole and absolute discretion.

Please sign and date a copy of this memo and return it to Gillian Pon, via fax (703-265-7825) or interoffice mail if you wish to participate in this Retention Bonus Program. If you have any questions, please do not hesitate to contact your HR Business Advisor or HR Point of Contact.

 

ACCEPTED:          DATE:     
  Tricia A. Primrose      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B/A’ Filing    Date    Other Filings
3/31/1010-Q
Filed on:9/16/09
4/1/09
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/13/09  SEC                               UPLOAD9/22/17    1:24K  AOL Inc.
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Filing Submission 0001193125-09-192456   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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