America Online 2013 Annual Report Download - page 137

(b) . In the event of a Change in Control after the Effective Date, the Committee may (subject to Section 14), but shall not be
obligated to, (i) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award, (ii) cancel Awards for fair value (as
determined in the sole discretion of the Committee) which in the case of Options, may equal the excess, if any, of value of the consideration to be
paid in the Change in Control transaction to holders of the same number of Shares subject to such Options (or, if no consideration is paid in any
such transaction, the Fair Market Value of the Shares subject to such Options) over the aggregate exercise price of such Options, (iii) provide for
the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted
hereunder as determined by the Committee in its sole discretion or (iv) provide that for a period of at least 30 days prior to the Change in Control,
such Options shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Options shall
terminate and be of no further force and effect.
9.2 . To the extent not previously exercised or settled, Options shall terminate immediately prior to the dissolution or liquidation
of the Company.
9.3 . Except as provided in this Section 9, an Optionee or offeree who has not yet acquired Restricted Shares shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the
number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an
Option or the number of Shares subject to an award of Restricted Shares. The grant of an Option or award of Restricted Shares pursuant to the Plan
shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.
SECTION 10. WITHHOLDING TAXES.
10.1 . An Optionee or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Committee for the satisfaction of, any
federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. The Company shall not be required to issue any Shares or
make any cash payment under the Plan until such obligations are satisfied. The Committee shall have the right to withhold from any payment required
to be made pursuant to the exercise, grant or vesting of an Award an amount sufficient to satisfy any federal, state, local or other taxes, as set forth in
further detail in the Award Agreement.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
-11-