America Online 2013 Annual Report Download - page 129
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(c) a reorganization, recapitalization, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 60%
or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company
or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the
person or persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the
Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such
Corporate Transaction; or
(d) the sale, transfer or other disposition of all or substantially all of the assets of the Company.
2.7 “” means the Internal Revenue Code of 1986, as amended, or any successor thereto. References to a particular section of the Code include
references to regulations and rulings thereunder and to successor provisions.
2.8 “” means the Compensation Committee of the Board or its successor, or such other committee of the Board to which the Board has
delegated power to act under or pursuant to the provisions of the Plan or a subcommittee of the Compensation Committee (or such other committee)
established by the Compensation Committee (or such other committee).
2.9 “” means AOL Inc., a Delaware corporation, and its successors.
2.10 “” means a consultant or advisor within the meaning of the instructions under Securities and Exchange Commission Form S-8 who is not
an Employee or Outside Director and who performs bona fide services for the Company or an Affiliate, and such services are not performed in
connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the
Company’s securities.
2.11 “” means, unless defined in an employment agreement between the Company or an Affiliate and the Participant or, if not defined therein or if
there shall be no such agreement, “disability” of the Participant shall have the meaning ascribed to such term in the Company’s long-term disability
plan or policy, as in effect from time to time.
2.12 “” means any individual who is a common-law employee of the Company or an Affiliate and who is an “employee” within the meaning of
section 3401(c) of the Code.
2.13 “” means (i) a Participant’s employment if the Participant is an employee of the Company or an Affiliate (ii) a Participant’s services as an
Outside Director or (iii) a Participant’s services as a Consultant; provided, however that unless otherwise
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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