America Online 2013 Annual Report Download - page 142

Exhibit 10.28
AOL INC.
LONG-TERM INCENTIVE PLAN
FOR THE EMPLOYEES OF THE HUFFINGTONPOST MEDIA GROUP
As Amended and Restated, effective March 7, 2011
ARTICLE 1
BACKGROUND AND PURPOSE OF THE PLAN
1.1 Background. On February 6, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”with Headline
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company, the HuffingtonPost, and, solely in its capacity as the
Securityholders’ Agent, Shareholder Representative Services, LLC, pursuant to which Headline Acquisition Corp. was to merge with and into the
HuffingtonPost, with the HuffingtonPost surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Merger was consummated on March 4,
2011 (the “Effective Date”). In connection with the Merger, the Company assumed this Long-Term Incentive Plan (the “Plan”) and in accordance with the
terms of the Merger Agreement, certain Options that were outstanding under the Plan immediately prior to the Effective Date. The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and other equity-based awards
to Service Providers.
1.2 Purpose. The purposes of the Plan are (a) to provide incentives to Service Providers who are selected to receive Awards under the Plan;
and (b) to promote the success of the business of the HuffingtonPost.
1.3 Eligibility. Service Providers who are determined by the Committee to be significantly responsible for the success and future growth and
profitability of the HuffingtonPost. Incentive Stock Options may be granted only to Employees.
1.4 Definitions. Capitalized terms used in the Plan and not otherwise defined herein shall have the meanings assigned to such terms in the
attached Appendix or in the applicable Award Agreement.
ARTICLE 2
SHARE LIMITS
2.1 Shares Subject to the Plan.
(a)  Subject to adjustment under Section 2.2 of the Plan, and notwithstanding anything contained in this Section 2 to the
contrary, no more than 4,938,606 Shares shall be reserved for issuance pursuant to Awards made under the Plan, and the maximum number of Shares with
respect to which Options may be granted during a calendar year to any Participant shall be 3,758,000 Shares.
(b)  If an Award: (i) expires; (ii) is terminated, surrendered, or canceled without having been exercised in full; or (iii) is
otherwise forfeited in whole or in part, including as a result of Shares constituting or subject to an Award being repurchased by the Company pursuant to a
contractual repurchase right, then the unissued Shares that were subject to such Award and/or such surrendered, canceled, or forfeited Shares (as the case may
be) shall become available for future grant or sale under the Plan (unless the Plan has terminated), subject however, in the case of Incentive Stock Options, to
any limitations under the Code.