America Online 2013 Annual Report Download - page 141

14.4  “Controlled Group”. In order to determine for purposes of Section 409A whether a Participant or eligible individual is employed by a
member of the Company’s controlled group of corporations under Section 414(b) of the Code (or by a member of a group of trades or businesses under
common control with the Company under Section 414(c) of the Code) and, therefore, whether the Shares that are or have been purchased by or
awarded under the Plan to the Participant are shares of “service recipient” stock within the meaning of Section 409A:
(a) In applying Sections 1563(a)(1), (2) and (3) of the Code for purposes of determining the Company’s controlled group under Section 414(b) of the
Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Sections 1563(a)(1), (2) and (3) of
the Code;
(b) In applying Treas. Reg. § 1.414(c)-2 for purposes of determining trades or businesses under common control with the Company for purposes of
Section 414(c) of the Code, the language “at least 50 percent” is to be used instead of “at least
80percent” each place it appears in Treas. Reg. § 1.414(c)-2; and
(c) Notwithstanding the above, to the extent that the Company finds that legitimate business criteria exist within the meaning of Treas. Reg. § 1.409A-
1(b)(5)(E)(1), then the language “at least 50 percent” in clauses (i) and (ii) above shall instead be “at least 20 percent.”
14.5  . Notwithstanding anything above to the contrary, in the event that an amount that is subject to Section 409A is
to be paid under the Plan to a “specified employee” upon such employee’s “separation from service” (as those terms are defined under Section 409A),
then such payment shall be made on the first day of the seventh month following the month in which the separation from service occurred.
SECTION 15. MISCELLANEOUS
15.1 . The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation,
the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.
15.2 . All Awards shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the
amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit sharing, bonus,
life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement
specifically provides otherwise.
15.3 . Upon and following the Effective Date and except as otherwise provided in an Award Agreement, the Plan shall be governed by and
construed in accordance with the laws of the State of New York without regard to conflicts of laws and any and all disputes between a Participant and
the Company and an Affiliate relating to an Award granted following the Effective Date shall be brought only in a state or federal court of competent
jurisdiction sitting in Manhattan, New York.
AOL INC. 2013 ADAP.TV ACQUISITION STOCK INCENTIVE PLAN
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