America Online 2013 Annual Report Download - page 138

10.2 . The Committee may permit an Optionee or Purchaser to satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any
Shares that he or she previously acquired; provided, however, that in no event may an Optionee or Purchaser surrender Shares greater than the
Participant’s minimum statutory withholding tax liability from those Shares that would have otherwise been received by the Participant. Such Shares
shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to
the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority.
10.3 . The Committee may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be
made to meet the Optionee’s or Purchaser’s withholding obligation by cashless exercise or pledge.
10.4 . The Committee may permit such other means of tax withholding as it deems appropriate.
SECTION 11. SECURITIES LAW REQUIREMENTS.
11. If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any securities exchange or other form of
securities market upon which Shares may be listed, the Committee may impose any restriction on Shares acquired pursuant to Awards under the Plan
as it may deem advisable. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the United States
Securities and Exchange Commission, any securities exchange or other form of securities market upon which Shares are then listed, or any other
applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions. If so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to
sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act and any applicable state or foreign
securities law or unless she or she shall have furnished an opinion to the Company, in form and substance satisfactory to the Company, that such
registration is not required.
11.2 If the Committee determines that the exercise, nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable
provision of securities laws or the listing requirements of any securities exchange or other form of securities market on which are listed any of the
Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall
use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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