America Online 2013 Annual Report Download - page 128

2.2 “ means the Board of Directors of the Company, as constituted from time to time.
2.3 “” means an Option or Restricted Shares awarded or acquired pursuant to the Plan.
2.4 “” means a Stock Option Agreement or Restricted Shares Agreement.
2.5  means, unless otherwise defined in an applicable Award Agreement, any one or more of the following: (i) Employee’s continued failure to
perform Employee’s duties to the Company after there has been delivered to Employee a written demand for performance which describes the basis for
the Company’s belief that Employee have not substantially performed Employee’s duties; (ii) Employee engaging in an act of misconduct that the
Company reasonably believes has had or will have a material adverse effect on the Company’s reputation or business; (iii) Employee being convicted of,
or a plea of no contest to, a felony; (iv) Employee committing an act of fraud against, or misappropriating property belonging to, the Company; or
(v) Employee’s material breach of this agreement or the attached Proprietary Information Agreement. Under this definition, “willful” shall mean that
Employee acted without, or failed to act with, a reasonable belief that Employee’s action or failure to act was in the best interest of the Company.
2.6 “” means the occurrence of any of the following events:
(a) any “Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (other than the Company or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the
“Beneficial Owner” within the meaning of Rule 13d-3 promulgated under the Exchange Act of 30% or more of the combined voting power of the
then outstanding securities of the Company entitled to vote generally in the election of directors; excluding, however, any circumstance in which
such beneficial ownership resulted from any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company
or by any corporation controlling, controlled by, or under common control with, the Company;
(b) a change in the composition of the Board since the Effective Date, such that the individuals who, as of such date, constituted the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of
the Company subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by the
vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided
further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such
terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any person or entity other than the Board shall not be deemed a member of the Incumbent Board;
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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