America Online 2013 Annual Report Download - page 136

SECTION 8. PAYMENT FOR SHARES.
8.1 . The Exercise Price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the
Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by check); (ii) in Shares having a Fair Market Value
equal to the aggregate Exercise Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee;
(iii) partly in cash and partly in such Shares or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of
such sale equal to the aggregate Exercise Price for the Shares being purchased and any applicable withholding taxes.
8.2 .
(a) . The entire Purchase Price, if any, of Restricted Shares issued under the Plan shall be payable in cash, cash equivalents (e.g., by check)
or one of the other forms provided in this Section 8.2, or a combination thereof.
(b)  As determined by the Committee in its discretion, Restricted Shares may be awarded under the Plan in consideration of past
services rendered to the Company or an Affiliate.
(c) . To the extent permitted by the Committee in its sole discretion, payment may be made in any other form that is
consistent with applicable laws, regulations and rules, including “any benefit to the corporation” within the meaning of Section 152 of the General
Corporation Law of the State of Delaware.
SECTION 9. ADJUSTMENT OF SHARES.
9.1 . Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards
granted under the Plan:
(a) . In the event of any change in the outstanding Shares (including, without limitation, the value thereof) after the Effective Date by reason
of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other
corporate exchange, or any distribution to stockholders of Shares other than regular cash dividends, or any transaction similar to the foregoing,
the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be
equitable (subject to Section 14), as to (i) the number of Shares issued or reserved for issuance pursuant to the Plan or pursuant to outstanding
Awards, (ii) the Exercise Price under each outstanding Option, (iii) the price of Shares subject to any Company right of repurchase or
reacquisition, and/or (iv) any other affected terms of such Awards.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
-10-