America Online 2013 Annual Report Download - page 147

exercise of the Option. Shares tendered or attested to in exchange for Shares issued under the Plan must be held by the Service Provider for at least six months
(or such other period of time as may be required by the Company’s accountants to avoid an additional charge to earnings) prior to their tender or their
attestation to the Company and may not be shares of Restricted Stock at the time they are tendered or attested to. The Committee shall determine acceptable
methods for tendering or attesting to Shares to exercise an Option under the Plan and may impose such limitations and prohibitions on the use of Shares to
exercise Options as it deems appropriate. For purposes of determining the amount of the Option price satisfied by tendering or attesting to Shares, such Shares
shall be valued at their Fair Market Value on the date of tender or attestation, as applicable.
(c) . Consideration may be paid by the Participant’s (i) irrevocable instructions to the Company to deliver the
Shares issuable upon exercise of the Option promptly to a broker (acceptable to the Company) for the Participant’s account, and (ii) irrevocable instructions to
the broker to sell Shares sufficient to pay the exercise price and upon such sale to deliver the exercise price to the Company. A Participant may use this form of
exercise only if the exercise would not subject the Participant to liability under Section 16(b) of the Exchange Act or would be exempt pursuant to Rule 16b-3
promulgated under the Exchange Act or any other exemption from such liability. The Company shall deliver an acknowledgement to the broker upon receipt of
instructions to deliver the Shares, and the Company shall deliver the Shares to such broker upon the settlement date. Upon receipt of the Shares from the
Company, the broker shall deliver to the Company cash sale proceeds sufficient to cover the exercise price. Shares acquired by a cashless exercise shall be
deemed to have a Fair Market Value on the Option exercise date equal to the gross sales price at which the broker sold the Shares to pay the exercise price.
5.5 Exercise of Option.
(a) . Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under
such conditions as set forth in the Award Agreement. An Option shall be deemed exercised when the Committee receives: (i) written or electronic notice of
exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option and (ii) full payment for the Shares (in a form permitted
under Section 5.4 of the Plan) with respect to which the Option is exercised.
(b) . Following a Participant’s Termination of Service, the Participant (or the Participant’s
Beneficiary, in the case of Termination of Service due to death) may exercise his or her Option within such period of time as is specified in the Award
Agreement, subject to the following conditions:
(i) An Option may be exercised after the Participant’s Termination of Service only to the extent that the Option was vested as of the
Termination of Service;
(ii) An Option may not be exercised after the expiration of the term of such Option as set forth in the Award Agreement;
(iii) Unless a Participant’s Termination of Service is the result of the Participant’s Disability or death, the Participant may not exercise an
Incentive Stock Option more than three months after such Termination of Service;
(iv) If a Participant’s Termination of Service is the result of the Participant’s Disability or death, the Participant may exercise an Incentive
Stock Option up to 12 months after Termination of Service; and
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