America Online 2013 Annual Report Download - page 135

Plan or in a Stock Option Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. An
Option may not be exercised for a fraction of a Share. For purposes of this Section 7, the exercise date of an Option shall be the date a notice of exercise
is received by the Company, together with provision for payment of the full purchase price in accordance with Section 8. Shares purchased upon the
exercise of an Option shall be issued to the Participant as soon as practicable following the effective date on which the Option is exercised. Subject to the
following restrictions, the Committee in its sole discretion shall determine when all or any installment of an Option is to become exercisable and may, in
its discretion, provide for accelerated exercisability in the event of a Change in Control or other events.
7.6 . During an Optionee’s lifetime, his or her Options shall be exercisable only by the Optionee or by the Optionee’s guardian or
legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution. Notwithstanding
the foregoing, however, to the extent permitted by the Committee in its sole discretion, an NSO may be transferred by the Optionee to one or more family
members or a trust established for the benefit of the Optionee and/or one or more family members to the extent permitted by the Securities Act.
7.7 . Each Option shall set forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee’s Employment. Such provisions shall be determined in the sole discretion of the Committee, need not be
uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Employment.
7.8 . An Optionee, or a transferee of an Optionee, shall have no rights to dividends or other rights of a stockholder with respect
to any Shares covered by the Option until the Shares subject to the Option are issued to the Optionee. No adjustments shall be made, except as provided
in Section 9.
7.9 . Notwithstanding any provision herein to the contrary, the repricing of an Option, once granted hereunder, is prohibited
without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same
effect as any of the following): (i) changing the terms of an Option to lower its exercise price; (ii) any other action that is treated as a “repricing” under
generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option at a time when its exercise price is greater than the Fair
Market Value of the underlying Shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in
capitalization or similar change permitted under Section 9 below. Such cancellation and exchange would be considered a “repricing” regardless of
whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Optionee.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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