**Exhibit 10.23**

**EXECUTIVE EMPLOYMENT AGREEMENT**

This **EMPLOYMENT AGREEMENT**(“Agreement”) is made and entered into as of June 11, 2010, by and between **AOL INC.** (the “Company”), a New York Corporation with an address at 770 Broadway, New York, New York 10003, and Julie Jacobs(“Employee”). 

**WHEREAS**, Company desires to retain the services of Employee as Executive Vice President,General Counsel and Corporate Secretary of Company; and 

**WHEREAS**, Company and Employee desire to enter into thisAgreement to set forth the terms and conditions of the employment relationship between Company and Employee; 

**NOW,THEREFORE**, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

1. **Term**. Employee’s term of employment (the “Employment Term”) under this Agreement shall commence on May 10, 2010 (the“Commencement Date”), and shall continue for a period through and including April 30, 2014 (“Term Date”), subject to the following provisions for extension and the provisions regarding earlier termination set forth in thisAgreement. If at the Term Date, Employee’s employment has not been terminated previously, and Employee and Company have not agreed to an extension or renewal of this Agreement or to the terms of a new employment agreement, then Employee’sEmployment Term shall continue on a month-to-month basis, and Employee shall continue to be employed by Company pursuant to the terms of this Agreement, subject to termination by either party hereto on 30 days’ written notice delivered to theother party (which notice may be delivered by either party at any time on or after a date which is 30 days before the Term Date). If Company elects to give notice of termination under this section 1 and the basis for such termination is not one ofthe grounds for termination set forth in paragraphs 5.B. or 5.C., then Employee’s termination shall be deemed a termination without Cause under paragraph 5.A. If Employee elects to give notice of termination under this section 1 and the basisfor such termination is not one of the grounds for termination set forth in paragraph 5.E., then Employee’s termination shall be deemed a voluntary resignation not for Good Reason under paragraph 5.D. 

2. **Duties; Conditions of Employment.**

A. **Duties**. Employee shall perform all duties incident to the position of Executive Vice President, General Counsel and Corporate Secretary of Company as well as any other duties as may fromtime to time be assigned by the Board of Directors of Company or such other person as she or the Company may designate, which duties and authority shall be consistent, and those normally associated, with Employee’s position, and agrees to abideby all Company by-laws, policies, practices, procedures, or rules, including the Company’s Standards of Business Conduct (“SBC”). Employee will be expected to perform services for Company at Company’s Dulles, Virginia or New Yorkoffice, subject to such travel as may be required in the performance of Employee’s duties. 

B. **Conditions ofEmployment**. 

(i) Employee’s employment is contingent on submission of satisfactory proof ofeligibility to work in the United States. Employee must bring documentary proof of 

eligibility to work in the United States on the first day of work. Employee should contact Company with any questions about what documents are acceptable for this purpose. 

(ii) Employee’s employment is contingent upon the results of a pre-employment background check, which may includeconfirmation of Employee’s Social Security number, verification of prior employment, verification of education, if applicable, and a criminal records check, all to be conducted in accordance with applicable law. If the results of thepre-employment background check are not satisfactory, or if Company determines that Employee has falsified or failed to disclose relevant information on Employee’s application, Company reserves the right to terminate Employee’s employmentfor Cause. 

3. **Exclusive Services and Best Efforts**. Employee agrees to devote her best efforts, energies, and skill to thedischarge of the duties and responsibilities attributable to her position, and to this end, she will devote her full time and attention exclusively to the business and affairs of Company. Employee is not precluded from performing any charitable orcivic duties, provided that such duties do not interfere with the performance of her duties as an employee of the Company, do not violate the SBC or the Confidentiality, Non-Competition and Proprietary Rights Agreement (“CNPR Agreement”),or cause a conflict of interest. Employee may sit on the boards of non-Company entities during employment only if first approved in writing by the Company’s Chief Compliance Officer. 

4. **Compensation and Benefits**. 

A. **Base Salary**. Duringthe Employment Term, Company shall pay Employee a base salary at the rate of no less than $18,750.00 semi-monthly, less applicable withholdings, which is $450,000 on an annual basis (“Base Salary”). Employee’s Base Salary will bereviewed annually during the Employment Term and may be increased based on Employee’s individual performance or increases in competitive market conditions. Employee’s Base Salary may be decreased upon mutual consent of Company andEmployee. 

B. **Annual Bonus Plan**. In addition to Employee’s Base Salary, Employee will be eligible toparticipate in the Company’s Annual Bonus Plan (“ABP”), pursuant to its terms as determined by the Company from time to time. Pursuant to the ABP, the Company will review its overall performance and Employee’s individualperformance and will determine Employee’s bonus under the ABP, if any (“Bonus”). Although as a general matter in cases of satisfactory individual performance, the Company would expect to pay a Bonus at the target level provided for inthe ABP where the Company has met target performance with respect to the financial metrics measuring performance for a given year, the Company does not commit to paying any Bonus, and Employee’s Bonus may be negatively affected by the exerciseof the Company’s discretion or by overall Company performance. Although any Bonus (and its amount, if a Bonus is paid) is fully discretionary, your target Bonus for each fiscal year during the Term as a percentage of your Base Salary is 75%percent. 

C. **Equity Incentive Awards**. 

(i) During Employee’s employment, she will be eligible to participate in any grants or awards of long term equityincentives which are offered to all other Executive Vice Presidents of Company. Employee’s participation in any such programs will be at the same rate as comparable level Executive Vice Presidents of Company and any such awards or grants shallbe determined in accordance with the terms and conditions of the plans, agreements and notices under which such grants or awards were issued, subject to approval, and in a manner determined, 

 
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by Company’s Board of Directors (or any duly authorized committee thereof) in its sole discretion. 

(ii) Company shall grant to Employee an equity award that shall have an equity value equal to two million five hundred thousand dollars ($2,500,000). Based on the equity value on the date of grant, sixtypercent (60%) of the equity award will be comprised of restricted stock units (“RSUs”) (rounded to the nearest whole number of units), and the remaining forty percent (40%) of the equity award will be comprised of stock options(“Stock Options”) (rounded down to the nearest whole share). The grant date of the Stock Options and RSUs provided by this subsection shall be at the earliest date in 2010 on which Company may make equity grants to its employees incompliance with federal and state securities laws, including, without limitation, insider trading restrictions, as mutually agreed upon by Company and Employee and their counsel. 

(iii) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on thesecond (2nd ) anniversary of the Commencement Date; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary of the Commencement Date; and (C) the remaining twenty-five percent (25%) shall vest on thefourth (4th) anniversary of the Commencement Date, provided, that Employee is employed with Company on each applicable vesting date. If Employee’s employment is terminated by Company without Cause under paragraph 5.A. or Employee resignsfor Good Reason under paragraph 5.E. then Employee shall be entitled to pro-rata vesting of any unvested RSUs outstanding (based on the number of days Employee was employed since the last vesting date (or since the Commencement Date if there is noprior vesting date), and then multiplied by the percentage of RSUs that would have vested on the next vesting date following Employee’s termination of employment). All other RSUs shall be forfeited on the date of Employee’s termination ofemployment. 

(iv) Stock Options shall vest over four (4) years following the Commencement Date, withtwenty-five percent (25%) of such Stock Option vesting on the first (1st) anniversary of the Commencement Date, and monthly thereafter, provided, that Employee is employed with Company on each applicable vesting date. Any Stock Option thatis unvested on the date of Employee’s termination for any reason shall be forfeited on such date of termination. 

(v) All equity awards shall be subject to approval by the Compensation Committee of Company’s Board of Directors and the terms and conditions of the applicable equity award agreement andCompany’s applicable equity-based incentive compensation plan. 

D. **Benefit Plans**. 

(i) **Eligibility; Participation**. During the Employment Term and as otherwise provided herein, Employee shallbe entitled to participate in any and all employee health and other welfare benefit plans (including, but not limited to, life insurance, health and medical, dental, and disability plans) and other employee benefit plans, including, but not limitedto, tax qualified retirement plans established by Company from time to time for the benefit of employees of Company. Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitledto benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. Nothing herein contained shall be construed as requiring Company to establish or continue any particular benefit plan in dischargeof its obligations under this Agreement. 

(ii) **Enrollment**. It will be necessary for Employee tomake benefit elections within 30 days of Employee’s hire date with Company. If Employee does not make an election within the designated timeframe, Employee hereby agrees that she will be enrolled into the

 
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benefits default plan and Employee will be responsible for any associated costs. Employee benefits are subject to change at the sole discretion of Company. 

E. **Vacation; Other Benefits**. The Employee shall be entitled to not less than four (4) weeks of paid vacation eachcalendar year of her employment hereunder, in addition to Company’s recognized holidays and personal days, as well as to such other employment benefits that are or may be extended or provided to all other executives at the ExecutiveVice-President level. The accrual and/or carry over of paid vacation from one year to the next shall be in accordance with Company policy applicable to the Company location where Employee’s principal office is located as it may exist and changefrom time to time. 

F. **Relocation Benefits**. Employee shall have twenty-four (24) months from theCommencement Date to relocate to New York, at Employee’s election. Employee may remain in the vicinity of Dulles, VA. The Employee shall be entitled to relocation benefits commensurate with Employee’s position as an Executive VicePresident, in accordance with the Company’s relocation program as in effect from time to time. All amounts payable under this paragraph 4.F. shall be subject to Employee’s presentment to the Company of appropriate documentation and shallbe subject to the limitations and procedures set forth in the Company’s relocation program as in effect from time to time. 

G. **Deductions from Salary, Bonus and Benefits**. The Company may withhold from any Base Salary, bonus, equity or otherbenefits payable to Employee all federal, state, local, and other taxes and other amounts as permitted or required pursuant to law, rule, or regulation. 

5. **Termination of the Employment Agreement.**

A. **TerminationWithout Cause**. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Employee’s employment and this Agreement without Cause. If Company terminates Employee’s employment and this Agreement withoutCause, and, solely in exchange for Employee’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a full release of claims against Company and related entities and persons(sample release language is attached hereto as Exhibit A, which language may be modified by the Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shallapply: 

(i) The Company will pay Employee an amount equal to eighteen (18) months of Employee’s thencurrent Base Salary, less applicable withholdings. This amount will be paid in a lump sum no later than 60 days following your termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. 

(ii) Subject to the terms of paragraph 4.B. herein, if you are terminated between January 1 and March 15, aBonus payment for the calendar year ending prior to your termination (“Prior Year”) payable at the same rate that continuing employees receive their Bonus payment, less applicable tax withholdings, but in no event to exceed 100% of yourtarget payout; provided that (i) Company pays a Bonus to eligible employees 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) youwere otherwise eligible for such Bonus payment if you had remained employed through the date of payout. This payment will be paid in a lump sum no later than 60 days following your termination of employment. This payment will not be eligible fordeferrals to Company’s 401(k) plan. 

 
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(iii) In addition, subject to the terms of paragraph 4.B. herein, Employeewill receive a one-time, lump-sum severance payment in an amount equal to the amount of the target Bonus payment Employee would have received under the ABP for the current performance period, prorated through the effective date of Employee’stermination of employment, less tax withholdings. This payment will be paid no later than 60 days following your termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. 

(iv) If Employee elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act(“COBRA”), Company will pay the cost of Employee’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day ofthe calendar month following Employee’s termination of employment. Employee agrees that the Company may impute compensation income to Employee in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoidadverse income tax consequences to Employee resulting from the application of Section 105(h) of the Code to the Company’s payment of the cost of such group health coverage. 

(v) If your separation agreement fails to become effective and irrevocable prior to the sixtieth (60th) day followingyour termination of employment, the Company will have no obligation to make the payments provided by Sections 5.A.(i), (ii), and (iii) herein, other than to provide you with COBRA to the extent required by law. 

(vi) Employee agrees to reasonably assist Company, in connection with any litigation, investigation or other matterinvolving your tenure as an employee, officer or director of the Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. Company will reimburse you forreasonable out-of-pocket expenses incurred in rendering such assistance to Company (not including attorney’s fees, unless required by federal, state or local law). Furthermore, Employee agrees not to affirmatively encourage or assist any personor entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Employee’s response to a valid subpoena for documents or testimony or other lawful process or limitEmployee’s rights that are not legally waivable; however, Employee agrees to provide Company with prompt notice of said process. 

(vii) Employee agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officersor senior executives to make on its behalf any disparaging or untruthful remarks or statements about Employee’s employment with the Company to prospective employers of Employee following Employee’s termination from employment. Nothing inthis Agreement prevents Employee or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. 

(viii) Employee shall not be entitled to notice and severance under any policy or plan of Company (the payments set forthin this paragraph 5.A. being given in lieu thereof) and Employee waives all participation in and claims under such policies and plans; 

(ix) Employee agrees that if Employee breaches any of Employee’s obligations, to the material detriment of Company, under subparagraphs 5.A.(vi) or (vii), under sections 6 or 9 of this Agreement,under the CNPR Agreement, or under the separation agreement described in this paragraph 5.A., Company has the right to seek recovery of the full payments 

 
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made to Employee under subparagraphs 5.A.(i), (ii) and (iii) above, and to obtain all other remedies provided by law or equity. 

B. **Termination For Cause.**Notwithstanding anything to the contrary herein, Company reserves the right to terminateEmployee’s employment and this Agreement for Cause, as this term is defined below, with or without prior notice to Employee. 

(i) For purposes of this Agreement, “Cause” means: (a) Employee’s conviction of, or nolo contendere or guilty plea to, a felony (whether any right to appeal has been or may beexercised); (b) Employee’s failure or refusal without proper cause to perform Employee’s duties with Company, including Employee’s express obligations under this Agreement, if such failure or refusal remains uncured for 30 daysafter written notice to Employee specifically describing such failure or refusal; (c) fraud, embezzlement, misappropriation, or material destruction of Company property by Employee; (d) Employee’s breach of any statutory or common lawduty of loyalty to Company; (e) Employee’s violation of the CNPR Agreement or the SBC; (f) Employee’s improper conduct substantially prejudicial to Company’s business; (g) Employee’s failure to cooperate in anyinternal or external investigation involving Company; or (h) Employee’s indictment (or its procedural equivalent) for a felony alleging fraud, embezzlement, misappropriation or destruction of Company property by Employee or alleging fraud,embezzlement, or monetary theft by Employee with respect to another party. 

(ii) If Company terminatesEmployee’s employment and this Agreement for Cause, Company shall have no further obligation to Employee other than (a) to pay Employee’s Base Salary and accrued unused vacation, in accordance with Company policy, through theeffective date of termination, and (b) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, but Employee will not be entitled to receive any bonus payments. 

C. **Death and Disability**. Notwithstanding anything to the contrary herein, Company reserves the right to terminateEmployee’s employment and this Agreement on account of Employee’s death or disability (as the term “disability” is defined in Company’s long-term disability plan, but which definition must also constitute a“disability” for purposes of Section 409A of the Code), and the terms of this paragraph 5.C. shall apply to such termination. If Company terminates Employee’s employment and this Agreement because of Employee’s death ordisability, Company shall have no further obligation to Employee or Employee’s heirs other than (i) to pay Employee’s Base Salary through the effective date of termination, (ii) subject to the terms of paragraph 4.B herein, topay a one-time, lump sum payment equal to the amount of the target Bonus payment Employee would have received under the ABP, prorated through the effective date of Employee’s termination of employment, less tax withholdings, which will be paidwithin 60 days of the effective date of termination and (iii) with respect to any rights or benefits you may have pursuant to any insurance, benefit or other applicable plan of the Company, but you will not be entitled to receive any otherbonus payments. 

D. **Resignation Not For Good Reason**. Employee may resign employment with Company at any time. IfEmployee resigns employment and such resignation does not constitute a resignation for Good Reason within the meaning of paragraph 5.E. herein, Company shall have no further obligation to Employee other than (i) to pay Employee’s BaseSalary and accrued unused vacation, in accordance with Company policy, through the effective date of the resignation, and (ii) with respect to any rights Employee may have pursuant to any insurance or other benefit plans of Company, butEmployee will not be entitled to receive any bonus payments. 

 
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E. **Resignation for Good Reason**. Employee also may resign employment with theCompany and terminate this Agreement for Good Reason, provided that the Employee gives the Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition, which written notice shall providea 30-day period during which the Company may remedy the actions that Employee has identified as the condition constituting grounds for a resignation for Good Reason. If the Company has not remedied the Good Reason condition within 30 days followingsuch notice from the Employee, then the Employee must resign her employment with the Company within 30 days of the end of the remedy period or she will have forever waived her right to resign for Good Reason for such condition. Upon such atermination, the Employee will be treated in accordance with Section 5.A hereof, as if the Employee’s employment had been terminated by the Company without Cause. As used herein, “Good Reason” means: (i) Employee no longerreports to the CEO; (ii) a relocation of the Employee’s principal office at the Company to a location which is more than 50 miles from its location as of the date of this Agreement without Employee’s written consent; (iii) amaterial diminution in Employee’s duties, responsibilities, or authority; or (iv) a material diminution in the Employee’s then Base Salary. 

6. **Non-Competition Agreements and Restrictive Covenants.**

A.Employee agrees to execute and abide by the enclosed CNPR Agreement with Company, which is incorporated herein by reference. Any reference in the CNPR Agreement to Employee’s “at will” employment status is superseded by thisAgreement. 

B. Employee also agrees that, in addition to Employee’s obligations under the CNPR Agreement, for twelve(12) months following termination of her employment for any reason, Employee shall not, directly or indirectly, participate in the ownership, control, or management of, or perform any services for or be employed by Bloomberg, Demand Studios,Time Warner, Inc., Yahoo!, Inc., Google, Inc. Microsoft Corporation, IAC/Interactive Corp., News Corp, Viacom Inc. or Disney, or any of their respective subsidiaries, affiliates or successors. 

7. **Representations and Warranties of Employee**. Employee hereby represents and warrants to Company as follows: (i) Employee has thelegal capacity and unrestricted right to execute and deliver this Agreement and to perform all of her obligations hereunder; (ii) the execution and delivery of this Agreement by Employee and the performance of her obligations hereunder will notviolate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement, or other understanding to which Employee is a party or by which she is or may be bound or subject; (iii) the execution and delivery of,and Employee’s performance under, this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee prior to her employment with theCompany; (iv) the execution and delivery of, and Employee’s performance under, this Agreement and as an employee of the Company does not and will not breach any prior agreement not to compete with the business of any other company;(v) Employee will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or other person or entity; (vi) Employee is not a party to any otheragreement that will interfere with Employee’s full compliance with this Agreement; (vii) Employee will not enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement; (viii) Employee agrees toindemnify and hold the Company harmless from and against any and all damages, claims, costs, and expenses, including reasonable attorneys’ fees, based on or arising, directly or indirectly, from her willful breach of any agreement orunderstanding between her and another person or company, as finally determined by a court of 

 
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competent jurisdiction or by an arbitrator or other adjudicator with jurisdiction to hear the matter (whether conferred by contract, statute, or otherwise) which has rendered a final and bindingdecision; this includes, but is not limited to, liability for the Company arising from or based on any confidential or proprietary information or trade secrets Employee has obtained from sources other than the Company and liability for the Companyarising from or based on any non-competition agreement that Employee has signed with any other business or entity. 

8. **EmploymentObligations**. 

A. **Company Property**. All records, files, lists, including computer generated lists,drawings, documents, equipment, and similar items relating to Company’s business that Employee shall prepare or receive from Company shall remain Company’s sole and exclusive property. Upon termination of this Agreement, or uponCompany’s request, Employee shall promptly return to Company all property of Company in her possession. Employee further represents that she will not copy, cause to be copied, print out, or cause to be printed out any software, documents, orother materials originating with or belonging to Company. Employee additionally represents that, upon termination of her employment with Company, she will not retain in her possession any such software, documents, or other materials. 

B. **Cooperation**. Employee agrees that during her employment she shall, at the request of Company, render all assistance andperform all lawful acts that Company considers necessary or advisable in connection with any litigation involving Company or any director, officer, employee, shareholder, agent, representative, consultant, client, or vendor of Company. 

9. **Arbitration**. Except as provided in paragraph 10.B. herein or as otherwise excluded herein, any dispute or controversy arising under orrelating to this Agreement and Employee’s employment hereunder (whether based on contract or tort or other common law or upon any federal, state or local statute or regulation, including, without limitation, claims of discrimination, harassmentand retaliation under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of eitherEmployee or Company, be submitted to JAMS for resolution in arbitration in accordance with the then current rules and procedures of JAMS for employment-related disputes. Either party shall make such election by delivering written notice thereof tothe other party at any time (but not later than 30 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy), and thereupon anysuch dispute or controversy shall be resolved only in accordance with the provisions of this paragraph 9. Any such arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators),pursuant to any available streamlined or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducingthe cost of such arbitration for both parties. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitratormay be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose; provided, however, the parties may agree after the commencement of a proceeding to hold the arbitrationin another jurisdiction. If at the time any dispute or controversy arises with respect to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for purposes of thisparagraph 9, and the arbitration will be conducted in accordance with the then current AAA Employment Arbitration Rules & Mediation Procedures. 

 
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10. **Miscellaneous**. 

A. **Captions**. The section, paragraph and subparagraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of thisAgreement. 

B. **Specific Remedy**. In addition to such other rights and remedies as Company may have at equity orin law with respect to any breach of this Agreement, if Employee commits a material breach of any provision of this Agreement or the CPNR Agreement, Company shall have the right and remedy to have such provision specifically enforced by any courthaving competent jurisdiction, it being acknowledged that any such breach or threatened breach will cause irreparable injury to Company. 

C. **Governing Law**. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.

D. **Jurisdiction**. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of theSupreme Court of the State of New York, in New York, New York, and the United States District Court for the Southern District of New York in connection with any suit, action, arbitration or other proceeding concerning the interpretation of thisAgreement or enforcement of section 6 of this Agreement. Employee waives and agrees not to assert any defense of lack of jurisdiction, that venue is improper, inconvenient forum, or otherwise. Employee waives the right to a jury trial and agrees toaccept service of process by certified mail at Employee’s last known address. 

E. **Successors and Assigns**.Neither this Agreement, nor any of Employee’s rights, powers, duties, or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and her heirs and legal representatives andCompany and its successors. Successors of Company shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of Company, whether by merger, consolidation, purchase, lease, orotherwise, and such successor shall thereafter be deemed “Company” for the purpose hereof. 

F.**Notices**. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first class, registeredmail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: 

TheCompany:

AOL Inc. 

770 Broadway 

New York, NY 10003 

Attn: General Counsel 

Employee:

At the address (or to the facsimile number) shown on therecords of the Company 

 
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Addresses may be changed by notice in writing signed by the addressee. 

Addresses may be changed by notice in writing signed by the addressee. 

G. **Amendment**. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms orcovenants hereof may be waived, only by a written instrument executed by Employee and AOL’s Chief Executive Officer or the senior Human Resources executive, subject to, if necessary, approval of the Compensation Committee. 

H. **Waiver**. Any waiver or consent from Company with respect to any term or provision of this Agreement or any other aspectof Employee’s conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. Thefailure or delay of Company at any time or times to require performance of, or to exercise any of its powers, rights, or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee’s conduct or employmentin no manner (except as otherwise expressly provided herein) shall affect Company’ s right at a later time to enforce any such term or provision. 

I. **Severability**. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby. 

J. **Survival**. Paragraphs 5.A., 5.C. and 5.E., and sections 6, 7, 8, 9, 10 and 11 shall survive termination of thisAgreement. 

K. **Entire Agreement**. 

(i). This Agreement, including Exhibit A and the CNPR Agreement, embodies the entire agreement of the parties hereto withrespect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between Employee and Company. Neither party shall bebound by any term or condition of this Agreement other than as is expressly set forth herein. 

(ii). Employeerepresents and agrees that she fully understands her right to discuss all aspects of this Agreement with her private attorney, that to the extent she desired, she availed himself of this right, that she has carefully read and fully understands allof the provisions of the Agreement, that she is competent to execute this Agreement, that her decision to execute this Agreement has not been obtained by any duress, that she freely and voluntarily enters into this Agreement, and that she has readthis document in its entirety and fully understands the meaning, intent, and consequences of this Agreement. 

L.**Counterparts**. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 

11. **Code Section 409A**. This Agreement is intended to be exempt from Section 409A of the Code, as amended and will be interpretedin a manner intended to reflect that intention. 

A. Notwithstanding anything herein to the contrary, if any amounts payablepursuant to this Agreement are determined to be subject to Section 409A of the Code, then with respect to 

 
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such amounts: (i) if at the time of Employee’s separation from service from Company, Employee is a “specified employee” as defined in Section 409A of the Code (and anyrelated regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax underSection 409A of the Code, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six monthsfollowing Employee’s separation from service from the Company (or the earliest date as is permitted under Section 409A of the Code), and (ii) each payment of two or more installment payments made under this Agreement shall bedesignated as a “separate payment” within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of the Employee’s termination of employment shall not be paid unless suchtermination of employment also constitutes a “separation from service” for purposes of Section 409A of the Code and references to the employee’s “termination,” or “termination of employment” and words andphrases of similar meaning shall be construed to require a “separation from service” for purposes of Section 409A of the Code. 

B. If any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or otherbenefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by theCompany, that does not cause such an accelerated or additional tax. 

C. To the extent any reimbursements or in-kind benefitsdue Employee under this Agreement constitutes “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg.Section 1.409A-3(i)(1)(iv). 

D. The Company shall consult with you in good faith regarding the implementation of theprovisions of this section; provided that neither the Company nor any of its employees or representatives shall have any liability to you with respect thereto. 

*(Signature Page to Follow)*

 
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**IN WITNESS WHEREOF,**the parties hereto have executed this Agreement as of the datefirst written above. 

 
**AOL INC.**By: /s/ David HarmonName: David HarmonTitle: Executive Vice-President Human Resources & Corporate Services**JULIE JACOBS**/s/ Julie Jacobs
 
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**EXHIBIT A**

Release and Waiver 

In exchange and consideration for the Company’s promises to me inparagraph 5.A of my Agreement dated June 11, 2010 and other valuable consideration, I, Julie Jacobs, agree to release and discharge unconditionally the Company and its past and present subsidiaries, affiliates, related entities, successors,predecessors, assigns, merged entities and parent entities, and its and their respective past and present officers, directors, stockholders, employees, benefit plans and their administrators and trustees, agents, attorneys, insurers,representatives, affiliates, and all of their respective successors and assigns, in their individual and official capacities, from any and all claims, actions, causes of action, demands, obligations or damages of any kind arising from my employmentwith the Company and my separation from employment or otherwise, whether known or unknown by me, which I ever had or now have upon or by reason of any matter, cause or thing, up to an including the day I sign this Release and Waiver. Withoutlimiting the generality of the foregoing, the claims I am waiving include, but are not limited to, all claims arising out of or related to any stock options held by me or granted to me by the Company; all claims for unreimbursed business-relatedexpenses (except in California); all claims under Title VII of the Civil Rights Act of 1964, as amended; all claims under the Worker Adjustment and Retraining Notification Act (WARN) and similar state and local statutes, all as amended; all claimsunder the Americans with Disabilities Act, as amended; all claims under the Age Discrimination in Employment Act (“ADEA”), as amended; all claims under the Older Workers Benefit Protection Act (“OWBPA”), as amended; all claimsunder the National Labor Relations Act, as amended; all claims under the Family and Medical Leave Act and similar state and local leave laws, all as amended; all claims under the Employee Retirement Income Security Act, as amended (except withrespect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); all claims under 42 U.S.C. § 1981, as amended; all claims under the Sarbanes-Oxley Act of 2002, as amended;all claims of discrimination, harassment, and retaliation in connection with my employment, the terms and conditions of such employment and my separation from employment under any federal, state and local fair employment, non-discrimination or civilrights law or regulation, including, without limitation, the New York State and City Human Rights Laws, the Texas Human Rights law, the Illinois Human Rights Act, the Chicago Human Rights Ordinance, the Cook County Human Rights Ordinance, theIllinois Equal Pay Act, and the Illinois Worker’s Compensation Retaliation Law, all as amended; all claims of whistle blowing and retaliation under federal, state and local laws, including, without limitation, the New Jersey ConscientiousEmployee Protection Act and the Illinois Whistleblower Act, as amended and applicable; all claims under other analogous foreign, federal, state, and local laws, regulation, statutes and ordinances; all claims under any principle of common law orsounding in tort or contract; all claims concerning any right to reinstatement; and all claims for any type of relief from the Company, whether foreign, federal, state or local, whether statutory, regulatory or common law, and whether tort, contractor otherwise, to the fullest extent permitted by law, through the date I sign this Release and Waiver. Further, each of the persons and entities released herein is intended to be a third-party beneficiary of this Agreement. This release of claimsdoes not affect or waive any claim for workers’ compensation benefits, unemployment benefits, or other legally non-waivable rights or claims, my vested rights, if any, in the Company’s 401(k) plan in accordance with the terms of such planand applicable law, or my rights to exercise any and all Company stock options held by me that are exercisable as of the date of the termination of my employment during the applicable period of exercise and in accordance with all other terms ofthose options and the stock options plans, agreements, and notices under which such options were granted, or claims related to the enforcement of the Agreement. Additionally, nothing in this Release and Waiver waives or limits my right to file acharge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency, including without limitation the EEOC, (though I acknowledge I am not entitled to recover money or other relief with respect tothe claims waived in 

 
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this Waiver and Release). 

I agree that I have been paid and/or received all leave (paidor unpaid), compensation, wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which I may have been entitled and that no other remuneration or benefits are due to me, except the benefits I will receive underparagraph 5.A of my Agreement dated June 11, 2010. I affirm that I have had no known workplace injuries or occupational diseases. 

I alsorepresent that I have disclosed to the Company any information I have concerning any fraudulent or unlawful conduct involving the persons and entities I am releasing herein. 

Pursuant to the OWBPA, I acknowledge and warrant the following: (i) that I am waiving rights and claims for age discrimination under the ADEA and OWBPA, in exchange for the consideration describedabove, which is not otherwise due to me; (ii) I am hereby advised to consult and have had the opportunity to consult with an attorney before signing this Release and Waiver; (iii) I am not waiving rights or claims for age discriminationthat may arise after the effective date of this Release and Waiver; (iv) I have been given a period of at least twenty-one (21) days in which to consider this Release and Waiver and the waiver of any claims I have or may have under law,including my rights under the ADEA and OWBPA, before signing below; and (v) I understand that I may revoke the waiver of my age discrimination claims under the ADEA and OWBPA within seven (7) days after my execution of this Release andWaiver, and that such waiver shall not become effective or enforceable until seven (7) days after the date on which I execute this Release and Waiver. Any such revocation must be made in writing and delivered by certified mail to both theChairman & Chief Executive Officer and the General Counsel of AOL Inc., at the following address: AOL Inc., 770 Broadway, New York, New York 10003. If I do not revoke my waiver of my age discrimination claims under the ADEA and OWBPAaccording to the terms herein within seven (7) days, the eighth day following my execution will be the “effective date” of this Release and Waiver. 

By signing below, I acknowledge that I have carefully reviewed and considered this Release and Waiver; that I fully understand all of its terms; and that I voluntarily agree to them. 

 
  Julie JacobsDate:
 
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