New York City Uses in Resignation for Good Reason Clause

Resignation for Good Reason from Executive Employment Agreement

This EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of July 18, 2013, by and between AOL INC. (Company), a Delaware corporation with an address at 770 Broadway, New York, New York 10003, and Robert Lord (Executive).

Resignation for Good Reason. Executive also may resign employment with Company and terminate this Agreement for Good Reason, provided that Executive gives Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition, which written notice shall provide a 30-day period during which Company may remedy the actions that Executive has identified as the condition constituting grounds for a resignation for Good Reason. If Company has not remedied the Good Reason condition within 30 days following such notice from Executive, then Executive must resign his employment with Company within 30 days of the end of the remedy period or Executive will have forever waived his right to resign for Good Reason for such condition upon that occurrence, but not future occurrences of the same condition. Upon such a termination, Executive will be treated in accordance with paragraph 5.A herein, as if Executives employment had been terminated by Company without Cause. For purposes of this Agreement, Good Reason means: (i) Executive no longer reports to the Chief Executive Officer; (ii) a relocation of Executives principal office at Company to a location that outside of the New York City metropolitan area without Executives written consent; (iii) a material diminution in Executives duties, responsibilities or authority; or (iv) a material diminution in Executives then Base Salary.