STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 830 Third Avenue, 3rd Floor New York, New York 10022Starboard Value LP • February 27th, 2012 • Services-computer processing & data preparation
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP (“Starboard”), for election as a director of AOL Inc. (the “Company”) at the Company’s 2012 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 27th, 2012 • Starboard Value LP • Services-computer processing & data preparation
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of AOL Inc., a Delaware corporation (the “Company”);
