America Online 2013 Annual Report Download - page 146

(b) Neither the Company nor the Committee shall have liability to a Participant or any other party if an Option (or any part thereof) which is
intended to be an Incentive Stock Option does not qualify as an Incentive Stock Option. In addition, the Committee may make an adjustment or substitution
described in Section 2.2 of the Plan that causes the Option to cease to qualify as an Incentive Stock Option without the consent of the affected Participant or
any other party.
5.3 Limitations.
(a) . No Option shall have a term in excess of 10 years measured from the date the Option is granted. In the case of any Incentive
Stock Option granted to a 10% Stockholder (as defined in Section 5.3(e), below), the term of such Incentive Stock Option shall not exceed five years measured
from the date the Option is granted.
(b) . Subject to Section 2.2(b) of the Plan, the exercise price per share of an Option shall not be less than 100% of the
Fair Market Value per Share on the date the Option is granted. In the case of any Incentive Stock Option granted to a 10% Stockholder, subject to
Section 2.2(b) of the Plan, the exercise price per share of such Incentive Stock Option shall not be less than 110% of the Fair Market Value per Share on the
date the Option is granted.
(c) . Except as provided in Section 2.2, the Committee shall not amend any outstanding Option to reduce its exercise price,
and shall not grant an Option with a lower exercise price within six months before or after an Option with a higher exercise price is canceled.
(d)  . Notwithstanding an Option’s designation, to the extent that Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year with respect to Shares whose aggregate Fair Market Value exceeds $100,000 (regardless
of whether such Incentive Stock Options were granted under this Plan, or any other plan of the Company or any Affiliate), such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5.3(d), Fair Market Value shall be measured as of the date the Option was granted and Incentive
Stock Options shall be taken into account in the order in which they were granted.
(e) . For purposes of this Section 5.3, a “10% Stockholder” is an individual who, immediately before the date an Award is
granted, beneficially owns (or is treated as owning) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company
(or an Affiliate), determined under Section 424(d) of the Code.
5.4 Form of Consideration. The Committee shall determine the acceptable form of consideration for exercising an Option, including the method of
payment. In the case of an Incentive Stock Option, the Committee shall determine the acceptable form of consideration at the time of grant. To the extent
approved by the Committee, the consideration for exercise of an Option may be paid in any one, or any combination, of the forms of consideration set forth in
subsections (a), (b), and (c), below. Unless the Award Agreement states otherwise, all options shall be exercised by cash payments and the use of any
alternative method of payment which is permitted by the Plan shall be subject to the approval of the Committee in its sole discretion.
(a) . Consideration may be paid by cash, check, or other cash equivalent approved by the Committee.
(b) . Consideration may be paid by the tendering of other Shares to the Company or the attestation to the
ownership of the Shares that otherwise would be tendered to the Company in exchange for the Company reducing the number of Shares issuable upon the
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