America Online 2013 Annual Report Download - page 134

to the terms of the applicable Restricted Shares Agreement, or may be reinvested in additional Shares of Restricted Shares, as determined by the
Committee in its sole discretion. Notwithstanding the foregoing, to the extent that any forfeiture conditions to which an award of Restricted Shares may
be subject shall lapse upon the achievement of one or more specified performance goals, any dividends paid with respect to any Restricted Shares as to
which such forfeiture conditions have not yet lapsed shall only be paid after the lapse of such forfeiture conditions on account of the achievement of
such performance goal or goals.
SECTION 7. STOCK OPTIONS.
7.1 . Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. The Option 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 Stock Option Agreement, which are not inconsistent with the Plan. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.
7.2 . Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is intended to be an
ISO or an NSO.
7.3 . Each Stock Option Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8. Subject to the
following requirements, the Exercise Price under any Option shall be determined by the Committee in its sole discretion:
(a) . The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Stockholder shall
not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant.
(b)  The Exercise Price per Share of an NSO shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant.
7.4 . Each Stock Option Agreement shall specify the term of the Option. The term of an Option shall in no event exceed ten (10) years from the date of
grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the foregoing, the
Committee in its sole discretion shall determine when an Option shall expire.
7.5 . Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable and shall provide
other terms and conditions as may be determined by the Committee. Except as otherwise provided in the
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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