America Online 2013 Annual Report Download - page 139

SECTION 12. NO RETENTION RIGHTS.
No provision of the Plan, or any right or Option or award of Restricted Shares granted under the Plan, shall be construed to give any Optionee or
Purchaser any right to become an Employee, to be treated as an Employee, or to continue in Employment for any period of time, or restrict in any way the
rights of the Company (or an Affiliate to whom the Optionee or Purchaser provides services), which rights are expressly reserved, to terminate the Employment
of such person at any time and for any reason, with or without cause, without thereby incurring any liability to him or her. No Participant or other person
shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders of Awards. The terms and
conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).
SECTION13. DURATION AND AMENDMENTS.
13.1 . The Plan initially become effective on April 3, 2007 and was assumed by the Company as of the Effective Date. The Plan shall
terminate automatically ten (10) years after it initially became effective. The Plan may be terminated on any earlier date pursuant to Section 13.2 below.
13.2 . The Committee may amend, suspend, or terminate the Plan at any time and for any reason. An amendment of
the Plan shall not be subject to the approval of the Company’s stockholders unless it (i) increases the number of Shares available for issuance under
the Plan (except as provided in Section 9) or (ii) materially expands the class of persons who are eligible for the grant of Options or the award or sale of
Restricted Shares. Without limiting the generality of the foregoing, with respect to Awards granted following the Effective Date, to the extent applicable,
notwithstanding anything herein to the contrary, the Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A.
Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be
taxable to a Participant under Section 409A, prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to
the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee
determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take
such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A.
13.3 . No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not adversely affect any Shares previously issued or
any Option previously granted under the Plan without the holder’s consent.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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