America Online 2013 Annual Report Download - page 127

AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
as Amended and Restated, effective September 5, 2013
SECTION 1. BACKGROUND AND PURPOSE.
1.1 
On August 5, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adap.tv, Inc., a Delaware corporation
(“Adap.tv”), Carmel Merger Corporation, a Delaware Corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and, solely in its capacity
as the Securityholders’ Agent, Shareholder Representative Services LLC, a Colorado limited liability Company, pursuant to which Merger Sub merged with
and into Adap.tv with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Merger was consummated on September 5,
2013 (the “Effective Date”). In connection with the Merger, the Company assumed the Adap.tv, Inc. 2007 Stock Incentive Plan and amended and restated such
stock incentive plan in the form as set forth herein (the “Plan”). In accordance with the Merger Agreement, upon the Effective Date, (i) certain outstanding
unvested Options were converted into the right to receive a number of Restricted Shares and were assumed by the Company and (ii) outstanding Restricted
Shares of Adapt.tv were converted into Restricted Shares of the Company and were assumed by the Company. The Plan was initially adopted by the board of
directors of Adap.tv effective April 3, 2007 and approved by the stockholders of Adap.tv on April 4, 2007.
1.2 
The purpose of the Plan is to offer selected service providers of the Company and its Affiliates the opportunity to acquire equity in the Company through
awards of Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Restricted Shares. The Plan has not
been designed or administered with the intent that Options or Restricted Shares granted under the Plan may qualify as “performance-based compensation”
within the meaning of Section 162(m)(3)(C) of the Code.
SECTION 2. DEFINITIONS.
2.1  means any entity that is treated as a subsidiary or a parent of the Company for purposes of the Securities Act and the rules and regulations
promulgated thereunder. Under such rules and as applied to the Company, “parent” is defined as a person controlling the Company directly, or
indirectly through one or more intermediates and “subsidiary” is defined as a person controlled by the Company directly, or indirectly through one or
more intermediates. Any such entity must also be an entity that is consolidated with the Company for financial reporting purposes or any other entity
designated by the Board in which the Company has a direct or indirect equity interest of at least twenty percent (20%), measured by reference to vote or
value.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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