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Exhibit 10.32 EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between AOL BRASIL, LTDA., a Brazilian limited liability company (the
Company), and MILTON CAMARGO (the Executive) is made as of April 15th, 2004 (the
Effective Date). WHEREAS, the Executive is employed by the Company, which is a subsidiary of America Online Latin
America, Inc., a corporation of the State of Delaware in the United States of America (AOLA), and
because of his employment, possesses detailed knowledge of AOLA and the Company and its business
operations, as a result of which the Executives continued service to the Company is very important
to the future success of AOLA and the Company; and WHEREAS, AOLA and the Company have recognized that, as is the case with many publicly-held
corporations, the possibility of a change in control of AOLA exists and that such possibility, and
the uncertainty and questions which it and the current financial condition of AOLA and the Company
may raise among key personnel, may result in the departure or distraction of key personnel to the
detriment of AOLA and the Company and their stockholders; and WHEREAS, the Company and the Compensation Committee and the Special Committee of the Board of
Directors of AOLA have determined that appropriate steps should be taken to reinforce and encourage
the continued employment and dedication of the Companys key personnel. NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in the employ
of the Company, the Company agrees that the Executive shall receive the benefits set forth in this
Agreement. 1. Retention Bonus. If, and only if, the Executive remains employed by the Company through
July 1, 2005, the Company shall pay the Executive on July 1, 2005, a lump sum payment (the
Retention Bonus) in the gross amount of US$120,000; provided, however, that in case any of the
following events occurs prior to July 1, 2005, the Company will pay the Executive or his estate the
Retention Bonus on the date of the occurrence of the applicable event: (a) the Company provides a
Notice of Termination (as defined in Section 3.3) with respect to a termination of Executives
employment without Cause or as a result of the Executives Disability; (b) the Executive provides a
legitimate Notice of Termination with respect to the termination of his employment for




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Good Reason; or (c) upon death of the Executive according to the terms and conditions set forth in
Section 3.2(a). 2. Equity Compensation. On the date hereof, AOLA grants to the Executive a non-qualified
option to purchase 120,000 shares of the Class A common stock of AOLA pursuant to AOLAs 2000 Stock
Plan (the Plan) at a per share exercise price equal to US$1.59 (the Option). The Option will
become exercisable for 60,000 shares as of January 1, 2005, and for the remaining 60,000 shares as
of January 1, 2006. In the event the Executives employment is terminated by the Company without Cause or the Executive
terminates his employment for Good Reason, the Option and all other then outstanding options to
purchase AOLAs class A common stock issued to the Executive (collectively, the Options) will
become fully exercisable as of the Date of the Notice of Termination (as defined in paragraph 3.3
below). In the event of a Going Private Event, the Options will become fully exercisable
immediately prior to and for purposes of the Going Private Event so that the Executive will be
entitled to exercise his options and either participate in the Going Private Event or otherwise
dispose of the acquired shares in connection with the Going Private Event. In the event of a
Change in Control, in addition to any other rights the Executive may have under the Plan, the
Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of
the Plan, in which event the Options will become fully exercisable if the Executives employment is
terminated without Cause or the Executive terminates his employment for Good Reason; (b) become
fully exercisable for purposes of and prior to the termination of the Options pursuant to
Paragraphs 24B(b) or (c) of the Plan; or (d) otherwise become fully exercisable immediately prior
to the Change in Control. The Option will be subject to all of the other terms and conditions,
including terms relating to the termination of the Options, set forth in AOLAs standard form of
Notice of Grant of Stock Options and Option Agreement. To the extent necessary to make the terms
of the Options consistent with the provisions of this Agreement, this Agreement constitutes an
amendment to the already outstanding Options identified on Exhibit A hereto. 3. Payments to Executive on Termination of Employment. 3.1. Payments and Benefits Due on Termination of Employment by the Company Without Cause or as
a Result of Disability or by the Executive for Good Reason. (a) Payments. If the Executives employment is terminated by the Company without Cause or
as a result of the Executives Disability or if the Executives employment is terminated by the
Executive for Good Reason, then in addition to any amounts due to the Executive under Paragraph 1
hereof, in the event that the Executive executes and delivers to the Company a Release and Waiver
in the form of Exhibit B, together with any other document which may be required to release AOLA
and the Company from 2




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Released Claims (as defined in the form of document attached as exhibit B) under Brazilian law
(collectively, the Release Documents) hereto within 21 days after the date of the Notice of
Termination, the Executive shall be entitled to be paid (a) an Indemnity, as defined in item 4.7.
below, (b) within 30 days of the date of the Notice of Termination, the portion of the Executives
base salary which Executive is entitle to as a result of his employment during the period until the
date of the Notice of Termination which has not yet been paid, together with any amounts for
accrued but unused vacation time and for reimbursement of expenses and similar items which have
been properly incurred in accordance with the Companys policies prior to termination and have not
yet been paid, and (c) on or prior to the date on which bonuses are paid generally to Company
employees, with respect to the fiscal year in which the termination of employment occurs, the
proportional annual bonus for which the Executive is entitle to until the date of the Notice of
Termination that is calculated using the methodology that will be applied to the calculation of
bonuses generally (to the extent that performance of personal objectives constitutes a portion of
the bonus eligibility calculation, the Executive will be deemed to have achieved 100% of his
personal objectives). Notwithstanding the foregoing, the Executive understands that (i) the
definition of Cause for purposes of this Agreement in what regards termination for Cause by the
employer, includes, but is not limited to, the elements provided for in article 482 of the
Brazilian Consolidated Labor Laws (CLT) and the Executive is entitled to the benefits provided
hereunder only in those cases in which the Executives employment is terminated other than for
Cause as defined in this Agreement. In addition, notwithstanding the foregoing, the definition of
Good Reason for purposes of this Agreement specifically does not include the elements provided
for in article 483 of the CLT and the Executive is entitled to the benefits provided hereunder only
in those cases in which the Executive terminates employment with the Company for Good Reason as
defined in this Agreement. The parties also agree that, in case the Executive notifies the Company
about the existence of Good Reason and the Company so agrees, the Executive shall be released from
complying with his obligations resulting from his employment, as well as the Company shall be
released from paying his salaries and other benefits. (b) Continuation of Benefits. If the Executives employment is terminated by the Company
without Cause or as a result of the Executives Disability, or if the Executives employment is
terminated by the Executive for Good Reason, the Executive shall remain, for the period of 12
(twelve) months after termination, eligible for participation in the benefit plans of the Company,
limited to the participation in medical and dental coverage which may be supplied by the Plan by
which the Executive is currently bound or any other similar plan the Company shall contract for the
Executive and his family; it is established, however, that the Executive will not be entitled to
the grant of any additional stock options or other stock rights under the Plan. 3.2. Payments Due on Termination by the Company for Cause or by the Executive Other than for
Good Reason or Upon the Death of the Executive. 3




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In the event the Company terminates the Executives employment for Cause or the Executive
terminates his employment other than for Good Reason, or the Executive dies, then the Executive
shall be entitled as of the Termination Date to no additional compensation under this Agreement,
except: (a) in the case of the death of the Executive, (i) any excess of the amount of the
Retention Bonus in relation to the legally required payments (as defined in Section 4.7), if any,
(ii) within 30 days of the date of death, the portion of the Executives base salary which
Executive is entitle to as a result of his employment during the period until such date that has
not yet been paid, together with any amounts for accrued but unused vacation and for expense
reimbursement and similar items which have been properly incurred in accordance with the Companys
policies prior to termination and have not yet been paid, and (iii) on or prior to the date on
which bonuses are paid generally to Company employees, with respect to the fiscal year in which the
Executives death occurs, the portion of the annual bonus for which the Executive was eligible
until the date of death that is calculated using the methodology that will be applied to the
calculation of bonuses generally and subjected to the effective payment to the other Companys
employee (to the extent that performance of personal objectives constitutes a portion of the bonus
eligibility calculation, the Executive will be deemed to have achieved 100% of his personal
objectives); and (b) as otherwise provided under the benefit plans of the Company or under the
applicable Brazilian labor law. Notwithstanding the foregoing, the Executive understands that the
definition of Cause for purposes of this Agreement includes, but is not limited to, the elements
provided for in article 482 of the Brazilian Consolidated Labor Laws (CLT). 3.3. Notice of Termination. Any event of termination of the Executives employment by
the Company or by the Executive (other than as a result of death) shall be communicated by written
notice of termination to the other party (a Notice of Termination) addressed to the receiving
partys address set forth below or to such other address as a party may designate by written notice
hereunder, and shall be either: (a) delivered by hand; (b) made by telecopy; or (c) sent by
overnight courier. If to the Company: AOL Brasil, Ltda.
Av. Marginal do Rio Pinheiros, 5200
America Business Park-Edifício Philadelphia
Bloco B  1 andar, São Paulo, SP
CEP 05693-000 4




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If to the Executive: Milton Camargo
Alameda das Perobas, 165  Aldeia da Serra
Santana de Parnaíba, SP 06519-335 All notices and communications shall be deemed to have been given either: (a) if by hand, at the
time of the delivery thereof to the receiving party at the address of such party set forth above;
(b) if made by telecopy, at the time that receipt thereof has been acknowledged by electronic
confirmation or otherwise; or (c) if sent by overnight courier, on the next business day following
the day such notice is delivered to the courier service. Any termination by the Company for Cause must be by a Notice of Termination given within a maximum
of 30 (thirty) days of the Companys knowledge of the event(s) or circumstance(s) which
constitute(s) Cause, being the understanding of the parties that this is a reasonable period for
the assessment and/or deliberation of the decision of Termination for Cause due to the effects of
such decision, and will be effective immediately, which date shall be the termination date (the
Termination Date). Any event of termination of the Executives employment by the Company without
Cause must be by a Notice of Termination to the Executive, which shall be effective 30 days after
the date of delivery, which date of termination shall be the Termination Date. Any event of
termination of the Executives employment as a result of the Executives Disability must be by
Notice of Termination and will be effective immediately unless a later date is otherwise stated in
such notice, which date shall be the Termination Date. An event of termination of the Executives employment by him for Good Reason must, as well as in
case of termination for Cause by the Company, be by a Notice of Termination given within a maximum
of 30 (thirty) days of the Executives knowledge of the event(s) or circumstance(s) that
constitute(s) Good Reason, or within a maximum of 30 (thirty) days of the end of the cure period,
if applicable. The Termination Date, in the cases of Termination for Cause of the Executives
employment by the Company or by the Executive for Good Reason, shall be the same date as that of
the Notice of Termination. The failure by the Executive or by the Company to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive, or the Company respectively, hereunder or preclude the Executive or the Company, as
the case may be, from asserting any such fact or circumstance in enforcing the Executives or the
Companys rights hereunder. 4. Key Definitions. As used herein, the following terms shall have the following
respective meanings: 5




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4.1 Change in Control means the first to occur of the following: (a) the date on which AOL and ODC do not own, collectively, shares of capital stock of the AOLA
representing more than 50% of the voting power entitled to be cast at elections for directors
(Voting Power) of AOLA, (b) the date on which AOL and ODC do not collectively have the right to approve the election of
(as a stockholder or through its designee on the Special Committee) at least a majority of the
Board of Directors of AOLA. (c) any Person or Persons other than AOL or ODC acquires any general power to prevent AOLAs Board
of Directors or shareholders from taking action on a substantial range of corporate actions without
the approval of such Person or Persons other than pursuant to covenants and agreements of AOLA
contained in any loan documents, indentures or similar agreements entered into in connection with
any bona fideindebtedness for money borrowed by AOLA after the date hereof, or (d) the date on which AOLA sells, leases, exchanges or otherwise transfers (in one transaction or a
series of related transactions) all or substantially all of the assets of AOLA to any Person, other
than a transaction in which (x) AOL and ODC (i) own, collectively, shares of capital stock or other equity securities of the
acquiring Person representing more than 50% of the Voting Power or (ii) individually each of such
parties has the right to approve the election of at least a majority of the board of directors or
managers, as applicable, of the acquiring Person, and (y) no Person or Persons other than AOL or ODC has any general power described in clause (c) above
with respect to such acquiring Person. For purposes of this definition of Change in Control: (a) AOL means, collectively,
America Online, Inc., a Delaware corporation, and Time Warner Inc., a Delaware corporation, and
each of their successors, and any of their wholly owned subsidiaries; (b) ODC means,
collectively, Aspen Investments LLC, a Delaware limited liability company, and Atlantis Investments
LLC, a Delaware limited liability company, and each of their successors, any of their wholly owned
subsidiaries and any entities wholly owned by Gustavo Cisneros, Ricardo Cisneros or their family
members; (c) Restated Articles of Association means the Companys Amended and Restated
Articles of Association as the same may be amended from time to time; and (d) Person
means an individual, corporation, partnership, limited liability company, joint venture, trust,
university, or unincorporated organization, or a government or any agency or political subdivision
thereof. 6




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4.2 Going Private Event means the event or transaction which results in AOLA ceasing to
be required to file the reports, information and documents required to be filed before the
Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934. 4.3 Cause means, exclusively for purposes of the present Agreement and in addition to
those events set forth in article 482 of the Brazilian Labor Law (CLT), as per Section 3.1.(a) of
the present Agreement: (i) your conviction of, or nolo contendereor guilty plea to, a felony
(whether any right to appeal has been or may be exercised) or similar concept under Brazilian law;
(ii) your failure or refusal without proper cause to perform your duties with the Company, if such
failure or refusal remains uncured for 20 days after notice to you; (iii) fraud, embezzlement,
misappropriation, or reckless or willful destruction of Company property; (iv) breach of any
statutory or common law duty of loyalty to the Company or similar concept under Brazilian law; (v)
your violation of the rule of the Insider Trading Policy and/or of the Confidentiality Agreement
or, yet, your material violation of AOLAs or the Company  ́s Standards of Business Conduct (it being
agreed that any violation of the Insider Trading Policy of Negotiation for Employees with access to
Privileged Information shall be deemed to be relevant for purposes of this definition of Cause);
or (vi) your improper conduct substantially prejudicial to the business of AOLA or the Company. 4.4 Good Reason means exclusively for purposes of the present Agreement, with the express
exclusion of the events and/or conducts set forth in the article 483 of the Brazilian Labor Code
(CLT) : (a) a reduction in the Executives annual base salary; (b) a reduction in the percentage of
the Executives base salary for which the Executive is eligible for an annual bonus; (c) a material
change by the Company in the Executives title, responsibilities or reporting relationship,
provided that such alteration actually proves to be detrimental to his position within the Company
or causes it to become of less responsibility or scope, provided that such material change is not
in connection with a termination of the Executives employment hereunder for Cause. Executive fully
understands and acknowledges that such a possible change in the Executive  ́s title shall not,
solely considered, constitute Good Reason if such change is made in connection with a transaction
resulting in a Change in Control; (d) at any time following a Change in Control, a material
increase in the responsibilities and duties of the Executive without a commensurate increase in
base salary; or (e) the failure of AOLA to comply with any provision of this Agreement which
failure, if capable of remedy, has not been cured within 20 days after notice of such noncompliance
has been given by the Executive to the Company, provided that any notice of termination hereunder
shall be given in the terms and periods as set forth in section 3.3 above; or (f) a requirement by
AOLA or the Company that the Executive changes his principal place of employment to a location
which is outside of the São Paulo metropolitan area. 7




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4.5 Disability means exclusively for purposes of the present Agreement, with the express
exclusion of the definition of disability provided by the Brazilian Social Security Legislation
the Executives absence from the full-time performance of the Executives duties with the Company
for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executives legal representative. Furthermore, the grant of a
social security benefit due to disability by the National Institute of Social Security (INSS) will
not entitle the Executive to the benefits set forth in this Agreement. 4.6. Termination of the Company and of AOLA - In case AOLA is dissolved, liquidated or
ceases to exist legally by any other means before or after the leave of absence period, the options
to purchase shares which have not yet been exercised shall completely annulled, and the Executive
shall no longer, definitively, be entitled to exercise them; in case of termination of the Company
or if, by any other reason, it is precluded from performing its obligation to guarantee medical and
dental assistance to the eligible Executive, the benefits of medical and dental coverage which may
no longer be offered in kind in the terms of items (i) and (ii) of section 3.1.b shall be duly
indemnified, in a single payment, taking into consideration the cost corresponding to the
maintenance of a plan in the same conditions for the period in which the Company would be obliged
to guarantee it in kind. 4.7. Indemnitymeans, in the cases of any of the events as set forth in section 1 above,
the higher of (i) twelve times the monthly basic salary of the Executive and (ii) the amount of all
statutory indemnities legally required to be paid upon the termination (which includes but is not
limited to prior notice paid in lieu of notice and the 40% fine over the Unemployment Guarantee
Fund - FGTS deposits) and all indemnities which may be provided by the applicable collective
bargaining agreement, with the express exclusion of proportional 13th salary and
proportional vacation, payable within 30 days as from the date of the Notice of Termination,
clarifying, therefore, that in this case only one of the values shall be paid, that is, the highest
of them. 5. Not an Employment Contract. The Executive and the Company acknowledge: (a) that the
Executive is an employee of the Company by his own will; (b) that this Agreement does not
constitute an employment agreement neither impose on the Company any obligation to retain the
Executive as an employee; and (c) that the Executive may terminate his employment with the Company
at any time. 6. Taxes. The Executive will not be entitled to any additional payments in the event the
Executive becomes subject to tax under Section 4999 of the Internal Revenue Code or any similar tax
(Excise Tax) as a result of any payment (within the meaning of Section 280G of the Internal
Revenue Code or other applicable provision) made pursuant to this Agreement. 8




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7. Disputes; Arbitration. All claims by the Executive for benefits under this Agreement
shall be directed to and determined by the Board of Directors of the Company and shall be in
writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be
delivered to the Executive in writing and shall set forth the specific reasons for the denial and
the specific provisions of this Agreement relied upon. The Board of Directors shall afford a
reasonable opportunity to the Executive for a review of the decision denying a claim. Any further
dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in accordance with the Arbitration Rules of the São Paulo Board of
Mediation and Arbitration, in a proceeding to be administered by the São Paulo Board of Mediation
and Arbitration. The arbitration award to be passed by the Court of Arbitration may be submitted to
any competent court to determine its execution. In case the proceeding rules of the São Paulo Board
of Mediation and Arbitration are silent in relation to any proceeding aspect, such rules shall be
supplemented by the dispositions of Law No. 9.307, dated September 23, 1996. The Court of
Arbitration shall be formed by 3 (three) arbitrators, of which one shall be designated by the
Executive, the other by the Company and the third one, who shall act as President of the Court of
Arbitration shall be designated by the arbitrators nominated by the parties. In case the
arbitrators designated by the parties do not reach an agreement in relation to third arbitrator,
the latter shall be designated according to the rules of the São Paulo Board of Mediation and
Arbitration, within a maximum of 10 (ten) days as from the date on which such deadlock is verified.
The arbitration shall take place in the City of São Paulo, Brazil and the proceeding, as well as
the documents and information submitted to arbitration, are subject to confidentiality. The
arbitration award shall be considered as final and definitive and binding to the parties, which
expressly waive any appeals. Notwithstanding, each of the parties reserves the right to appeal to
the Judiciary in order to (a) guarantee the institution of arbitration , (b) obtain preliminary
right protective injunctions previous to the institution of arbitration, being that any of such
procedures shall no be deemed to be an act of waiver to arbitration as the only way to solve the
conflicts as chosen by the parties, and (c) execute any decision from the Court of Arbitration,
including, but not exclusively, the arbitration award. In case the parties appeal to the Judiciary,
the Central Court of the Capital City of the State of São Paulo shall be that competent to take
cognizance of any judicial proceedings. 8. Successors. 8.1 Successor to the Company. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company expressly to assume and agree to perform this Agreement to the
same extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness
of any succession shall be a breach of this 9




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Agreement and shall constitute Good Reason if the Executive elects to terminate employment. As
used in this Agreement, the Company shall mean the Company as defined above and any successor to
its business or assets as aforesaid which assumes and agrees to perform this Agreement, by
operation of law or otherwise. 8.2 Successor to Executive. This Agreement shall inure to the benefit of and be enforceable
by the Executives personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any amount would still be
payable to the Executive or his family hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the Executives estate. 9. Miscellaneous. 9.1 Severability. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect. 9.2 Non-liability of AOLA; Reduction of Payments and Benefits. The Executive acknowledges
and agrees that AOLA is not a party to this Agreement and has no liability or obligation under or
due to this Agreement. In addition, notwithstanding any provision in this Agreement to the
contrary, the payments and benefits (including, without limitation, those measured by time periods)
to which the Executive may be entitled hereunder (i) shall be reduced by the amount of the benefits
or payments to which the Executive may be entitled to receive from or on behalf of the Company in
similar circumstances under the laws of Brazil or collective bargaining to which the Company or its
subsidiaries may be parties and (ii) if stated to be paid in United States dollars, may be paid, at
the option of the Company, in the local currency equivalent using the exchange rate in effect at
the time of payment, it being understood and agreed that the payments and benefits to be provided
to the Executive hereunder shall be the total payments and benefits the Executive shall be entitled
to receive in the circumstances set forth herein. 9.3 Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of Brazil. 9.4 Tax Withholding. Any payments provided for hereunder shall be paid after any applicable
tax withholding required under federal, state or local law. 10




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9.5 Confidentiality. The Executive shall not disclose to any third party the existence or
terms of this Agreement, except as may be required by law or for purposes of securing professional
financial, tax or legal services. 9.6 Entire Agreement. This Agreement as well as Exhibit C set forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and supersede all prior
agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party hereto in respect
of the subject matter contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled. To the extent necessary to
make the terms of the already outstanding Options consistent with the provisions of this Agreement,
this Agreement constitutes an amendment to the already outstanding Options identified on Exhibit A
hereto. In connection with, and in consideration of, the obligations of the Company set forth in
this Agreement, the Executive acknowledges and agrees to the continued validity of the
Confidentiality Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
set forth above. AOL BRASIL, LTDA.
/s/ Fernando Bourdieu
By: Fernando Bourdieu, Director MILTON CAMARGO
/s/ Milton Camargo 11




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Exhibit AOutstanding Options Date
        
    Shares
    
    
    Exercise PriceAugust 7, 2000
    
    
    46,000
    
    
    
    8.00January 2, 2001
    
    
    40,000
    
    
    $
    2.72April 9, 2002
    
    
    44,600
    
    
    $
    2.12January 1, 2004
    
    
    66,700
    
    
    $
    1.42
 12




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Exhibit B Instrument of Release and Waiver With the acknowledgment and in consideration for the promises made to me by the Company in my
Executive Retention Agreement, dated ___, I agree to release and unconditionally exempt America
Online Latin America, Inc. (AOLA), and any of its successors, subsidiaries, affiliates, related
parties, predecessors, incorporated entities and controlling entities, as well as its respective
directors, officers, shareholders, employees, benefit plan administrators and trustees, agents,
counselors, insurance companies, representatives, affiliates, successors and assignees (jointly,
the Released Parties) from any liability as related to all and any claims, actions, cause of
action, demands, obligations and payments of damages and losses of any nature resulting from my
employment with ___[insert the name of the respective entity], of my severance or
for any other reasons, whether or not known by me, of which I already had or have currently any
material, cause or factor or as a result of any of them up to the date, inclusive, in which I
execute this instrument of Release and Waiver (jointly, the Claims Object of Release). The
Claims Object of Release included, without limitation, all the claims resulting from share options
held by me or granted to me by the Company; all claims authorized by Title VII of the Civil Rights
Law dated 1964, as amended; all claims authorized by the Worker Adjustment and Retraining
Notification Act (WARN) or other similar legal dispositions; all claims authorized by the
Incapacitated American Citizen Act; all the claims authorized by the Age Discrimination in
Employment Act (ADEA); all the claims authorized by the Old Worker Benefit Protection Act (OWBPA);
all claims authorized by the National Labor Relations Act; all claims authorized by the Fair Labor
Standards Act; all claims authorized by the Leave of Absence Due to Medical or Family Reasons Act,
all the claims authorized by the Employee Retirement Income Security Act; all claims authorized in
Section 42 §1981 of the United States Code, all claims authorized by Chapter 760 of the Florida
Laws; and all claims authorized By Chapter 448 of the Florida Laws and all claims authorized by
foreign, federal, state and local laws, rules, legal dispositions and administrative rules and
similar laws; all claims authorized by any common law principles; all claims related to any
reinstatement law; and all claims referring to any type of compensation related to any of the
Released Parties, whether based on foreign, federal, state or local legal, regulatory or common law
dispositions, due to unlawful act, contract or otherwise, up until the date in which I execute this
present Instrument of Release and Waiver. This release of all claims does not affect (i) any
outstanding claim due to employment-related accident, (ii) my vested rights, if any, in the terms
of plan 401(k) of AOLA, (iii) my rights to exercise all and any share options of AOLA held by me
and exercisable during the respective exercise period and in accordance with all other terms of
options and plans, agreements and option notices based on which such options were granted, neither
(iv) possible rights to release I am entitled to as a result of applicable laws, AOLA or ___
[insert the name of the respective entity]policies as a result of my 13




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employment with ___[insert the name of the respective entity]due to acts practiced in the
scope of my employment. By undersigning it below, I acknowledge having analyzed and carefully considered this Instrument of
Release and Waiver, having understood completely all its terms and that, at my own will, I agree
with such terms. 14




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Exhibit C America Online Latin America, Inc.Notice of Grant of Stock Options
    
    ID: 98-0198401And Option Agreement
    
    6600 N. Andrews AvenueSuite 400Fort Lauderdale, FL 33309Option Number:Plan:ID:
 Effective you have been granted a(n) Non-Qualified Stock Option to buy shares of America Online
Latin America, Inc. (the Company) stock at $  per share. The total option price of the shares granted is $ Shares in each period will become fully vested on the date shown. Shares
    
    Vest Type
    
    Full Vest
    
    ExpirationOn Vest DateOn Vest DateOn Vest DateOn Vest Date
 Change in Control Notwithstanding the vesting schedule set forth above and in Section 9 of
the optionees Option Agreement, in addition to any other rights the optionee may have under the
Companys 2000 Stock Plan (the Plan), including rights the optionee may have in the event of a
Change in Control as defined in the Plan, in the event of a Change in Control (as defined in the
Executive Retention Agreement between the optionee and the Company dated as of the date hereof (the
Retention Agreement)), this option must either: (a) be assumed by an acquiring entity in
accordance with Paragraph 24B (a) of the Plan, in which event this option will become fully
exercisable if the optionees employment is terminated without Cause (as defined in the Retention
Agreement) or the optionee terminates his employment for Good Reason (as defied in the Retention
Agreement); (b) become fully exercisable for purposes of and prior to the termination of the option
pursuant to Paragraphs 24B(b) or (c) of the Plan; or (c) 15




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otherwise become fully exercisable immediately prior to the Change in Control (as defined in the
Retention Agreement). Going Private EventNotwithstanding the vesting schedule set forth above, in the event of
a Going Private Event (as defined in the Retention Agreement), this Option will become fully
exercisable immediately prior to and for purposes of the Going Private Event. Termination of Employment Notwithstanding the vesting schedule set forth above and the
provisions of Section 4 of the optionees Option Agreement with respect to the exercisability of
the option, in the event the optionees employment is terminated by the Company without Cause (as
defined in the Retention Agreement) or the Executive terminates his employment for Good Reason (as
defined in the Retention Agreement), this option will become fully exercisable as of the date of
the Notice of Termination ( as defined in the Retention Agreement), and will remain outstanding
during the Leave of Absence Period (as defined in the Retention Agreement), which will be an
approved leave of absence for purposes of Paragraph 13(e) of the Plan. Retention Agreement Controls Notwithstanding Section 20 of the optionees Option
Agreement, to the extent that there is any inconsistency between the terms of this Stock Option
Grant Notice (including the Option Agreement) and the terms of the Retention Agreement, including
without limitation, inconsistencies in the definitions of Cause or Disability, the provisions
of the Retention Agreement shall control and shall be deemed to be incorporated into this Stock
Option Grant Notice and the Option Agreement and made a part hereof.   By your signature and the Companys signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions
of the Retention Agreement, the Companys 2000 Stock Plan as amended and the
Option Agreement, all of which are incorporated by reference and made a part of
this document.   America Online Latin America, Inc.
    
    DateDate
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