America Online 2013 Annual Report Download - page 130

determined by the Committee, a change in a Participant’s status from Employee to either a Consultant or an Outside Director (other than a director of the
Company or a Subsidiary) shall constitute a termination of Employment hereunder.
2.14 “” means The Securities Exchange Act of 1934, as amended, or any successor thereto.
2.15 “” means the amount for which one Share may be purchased upon the exercise of an Option, as specified in a Stock Option Agreement.
2.16 “” means, on a given date, (i) if there should be a public market for the Shares on such date, the closing sale price of the Shares on
the New York Stock Exchange (“NYSE”) Composite Tape, or, if the Shares are not listed or admitted on another national securities exchange or
national market system on which the average daily trading volume of the Shares is greater, including without limitation the Nasdaq Global Market or
The Nasdaq Capital Market of The Nasdaq Stock Market, the closing sales price per Share (or the average of the per Share closing bid price and per
Share closing asked price on such date, if no sales were reported) (the “NASDAQ”), or, if no sale of Shares shall have been reported on the NYSE
Composite Tape or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or
quoted shall be used, and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established
by the Committee in good faith.
2.17 “” means, unless otherwise defined in an applicable Award Agreement, any any one or more of the following: (i) any material reduction
in Employee’s duties and responsibilities not approved in writing by Employee; (ii) any material reduction in Employee’s base salary from that set
forth herein or material reduction in Employee’s benefits, that is in either case materially disproportionate to a reduction in the salary and/or benefits
offered to other executives of the Company; or (iii) any requirement that Employee’s principal place of business be relocated more than 50 miles from
the current location of the Company’s principal place of business.
2.18 “” means an incentive stock option described in section 422(b) of the Code.
2.19 “” means a stock option that is not an ISO.
2.20 “” means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.
2.21 “” means an individual or estate that holds an Option.
2.22 “” means a member of the Board of the Company or an Affiliate who is not an Employee.
2.23 “” means an Employee or Consultant, excluding any such person who was an Employee or Consultant of the Company or one of its
Affiliates (other than Adap.tv, Inc. and its subsidiaries) prior to the Effective Date of the Merger, who is selected by the
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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