America Online 2013 Annual Report Download - page 143

2.2 Adjustments.
(a) In the event that there is any dividend or distribution payable in Shares, or any stock split, reverse stock split, combination or reclassification
of Shares, or any other similar change in the number of outstanding Shares, then the maximum aggregate number of Shares available for Awards under
Section 2.1 of the Plan and any other limitation under this Plan on the maximum number of Shares issuable to an individual or in the aggregate shall be
proportionately adjusted (and rounded down to a whole number) by the Committee as it deems equitable in its discretion to prevent dilution or enlargement of
the rights of the Participants. The Committee’s determination with respect to any such adjustments shall be conclusive.
(b) In the event that there is any extraordinary dividend or other distribution in respect of the Shares, recapitalization, reclassification, merger,
reorganization, consolidation, combination, sale of assets, split-up, exchange, or spin-off, then the Committee shall make provision for a cash payment or for
the substitution or exchange of any or all outstanding Awards, based upon the distribution or consideration payable to holders of the Shares in respect of such
event or as the Committee otherwise deems appropriate.
(c) In the event of any change in the outstanding Shares (including, without limitation, the value thereof) due to any of the foregoing reasons
described in paragraphs (a) and (b) above after the Effective Date, then Section 10 of the Company’s 2010 Stock Incentive Plan shall apply instead.
ARTICLE 3
ADMINISTRATION OF THE PLAN
3.1 Administrator. The Plan shall be administered by the Committee.
3.2 Powers of the Committee. Subject to the provisions of the Plan, Applicable Law, and the specific duties delegated by the Board to the Committee, the
Committee shall have the authority in its discretion: (a) to determine the Fair Market Value; (b) to select the Service Providers to whom Awards may be granted
hereunder and the types of Awards to be granted to each; (c) to determine the number of Shares to be covered by each Award granted hereunder; (d) to determine
whether, to what extent, and under what circumstances an Award may be settled in cash, Shares, other securities, other Awards, or other property; (e) to
approve forms of Award Agreements; (f) to determine, in a manner consistent with the terms of the Plan, the terms and conditions of any Award granted
hereunder, based on such factors as the Committee, in its sole discretion, shall determine; (g) to construe and interpret the terms of the Plan and Award
Agreements; (h) to correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent
it shall deem desirable to carry out the purposes of the Plan; (i) to prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established pursuant to Section 12.1 of the Plan; (j) to authorize withholding arrangements pursuant to Section 10.7(b) of the
Plan; (k) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the
Committee; and (l) to make all other determinations and take all other action described in the Plan or as the Committee otherwise deems necessary or advisable
for administering the Plan and effectuating its purposes.
3.3 Compliance with Applicable Law . The Committee shall administer, construe, interpret, and exercise discretion under the Plan and each Award
Agreement in a manner that is consistent and in compliance with a reasonable, good faith interpretation of all Applicable Laws.
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