America Online 2013 Annual Report Download - page 133

issued under the Plan is reacquired by the Company pursuant to a forfeiture provision or right of repurchase or reacquisition then such Share shall
again become available for issuance under the Plan. However, Shares which are (i) not issued or delivered as a result of the net settlement of an Option,
(ii) withheld to satisfy tax withholding obligations on an Option or upon the lapse of restrictions with respect to Restricted Shares issued under the
Plan, (iii) tendered to pay the Exercise Price of an Option or (iv) repurchased on the open market with proceeds of an Option exercise will no longer be
eligible to be again available for grant under this Plan.
SECTION 6. RESTRICTED SHARES.
6.1 . Each award or sale of Restricted Shares shall be evidenced by a Restricted Share Agreement between the Purchaser and
the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and
conditions imposed by the Committee, as set forth in the Restricted Share Agreement, that are not inconsistent with the Plan. The provisions of the
various Restricted Share Agreements entered into under the Plan need not be identical.
6.2  . Any right to acquire Shares (other than an Option) shall automatically expire if not
exercised by the Purchaser within thirty (30) days after the Company communicates the grant of such right to the Purchaser. Any award of Restricted
Shares granted pursuant to a Restricted Share Agreement will be deemed to be automatically exercised on the date of grant. Such right shall be
nontransferable and shall be exercisable only by the Purchaser to whom the right was granted.
6.3 . The Purchase Price, if any, of Restricted Shares under the Plan shall not be less than eighty-five percent (85%) of the Fair Market
Value of such Shares; provided, however, if the Purchaser is a Ten-Percent Stockholder, the Purchase Price, if any, shall not be less than one hundred
percent (100%) of the Fair Market Value of such Shares. Subject to the foregoing in this Section 6.3, the Committee shall determine the amount of the
Purchase Price, if any, in its sole discretion. The Purchase Price, if any, shall be payable in a form described in Section 8.
6.4 . Each award or sale of Restricted Shares shall be subject to such forfeiture conditions, rights of repurchase or reacquisition,
rights of first refusal and other transfer restrictions as the Committee may determine. Restricted Shares may not be sold, assigned, transferred, pledged
or otherwise encumbered, except as provided in the Plan or the applicable Restricted Shares Agreement. Restricted Shares may be evidenced in such
manner as the Committee shall determine in its sole discretion. If certificates representing Restricted Shares are registered in the name of the applicable
Participant, the Company may, at its discretion, retain physical possession of such certificates until such time as all applicable restrictions lapse.
6.5 . Dividends paid on any Restricted Shares may be paid directly to the Participant, withheld by the Company subject to vesting of the
Restricted Shares pursuant
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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