America Online 2013 Annual Report Download - page 148

(v) After the Participant’s death, his Beneficiary may exercise an Incentive Stock Option only to the extent that the deceased Participant
was entitled to exercise such Incentive Stock Option as of the date of his death.
In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months after the Participant’s Termination of Service
for any reason other than Disability or death, and for 12 months after the Participant’s Termination of Service on account of Disability or death.
(c) . Shares subject to an Option shall be deemed issued, and the Participant shall be deemed the record holder of such
Shares, on the Option exercise date. Until such Option exercise date, no right to vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares subject to the Option. In the event that the Company effects a split of the Shares by means of a stock dividend and the exercise price of,
and number of shares subject to, an Option are adjusted as of the date of distribution of the dividend (rather than as of the record date for such dividend), then
a Participant who exercises such Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the Shares subject to the Option. No other adjustment shall be made for a dividend or other right for which
the record date is prior to the date the Shares are issued.
5.6 Repurchase Rights. The Committee shall have the discretion to grant Options which are exercisable for unvested Shares. If the Participant ceases to
be a Service Provider while holding such unvested Shares, the Company shall have the right to repurchase any or all of those unvested Shares at a price per
share equal to the lower of (i) the exercise price paid per Share, or (ii) the Fair Market Value per Share at the time of repurchase. The terms upon which such
repurchase right shall be exercisable by the Committee (including the period and procedure for exercise and the appropriate vesting schedule for the purchased
Shares) shall be established by the Committee and set forth in the document evidencing such repurchase right.
ARTICLE 6
STOCK APPRECIATION RIGHTS
6.1 Terms of Stock Appreciation Right. The term, base amount, vesting schedule, and other conditions and limitations applicable to each Stock
Appreciation Right shall be as determined by the Committee and shall be stated in the Award Agreement.
6.2 Exercise of Stock Appreciation Right .
(a) . Any Stock Appreciation Right 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. A Stock Appreciation Right shall be deemed exercised when the Committee receives
written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Stock Appreciation Right.
(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 Stock Appreciation Right within such period of time as is specified in
the Award Agreement to the extent that the Stock Appreciation Right is vested as of the Termination of Service. In the absence of a specified time in the Award
Agreement, the Stock Appreciation Right shall remain exercisable for three months following the Participant’s Termination of Service for any reason other than
Disability or death, and for 12 months after the Participant’s Termination of Service on account of Disability or death.
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