America Online 2013 Annual Report Download - page 151

ARTICLE 10
ADDITIONAL TERMS OF AWARDS
10.1 No Rights to Awards. No Service Provider shall have any claim to be granted any Award under the Plan, and the Company is not obligated to
extend uniform treatment to Participants or Beneficiaries under the Plan. The terms and conditions of Awards need not be the same with respect to each
Participant.
10.2 No Effect on Employment of Service. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Participant’s right or the Company’s right to
terminate such relationship at any time, with or without cause, to the extent permitted to Applicable Laws and any enforceable agreement between the Service
Provider and the Company.
10.3 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
10.4 Transferability of Awards. Unless otherwise determined by the Committee, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. Subject to the approval of the Committee in its sole discretion, Nonstatutory Stock Options may be transferable to
members of the immediate family of the Participant and to one or more trusts for the benefit of such family members, partnerships in which such family
members are the only partners, or corporations in which such family members are the only stockholders. “Members of the immediate family” means the
Participant’s spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are
family members by adoption. To the extent that any Award is transferrable, such Award shall contain such additional terms and conditions as the Committee
deems appropriate.
10.5 Conditions on Delivery of Shares and Lapsing of Restrictions . The Company shall not be obligated to deliver any Shares pursuant to the Plan or to
remove restrictions from Shares previously delivered under the Plan until (a) all conditions of the Award have been met or removed to the satisfaction of the
Committee, (b) subject to approval of the Company’s counsel, all other legal matters (including any Applicable Laws) in connection with the issuance and
delivery of such Shares have been satisfied, and (c) the Participant has executed and delivered to the Company such representations or agreements as the
Committee may consider appropriate to satisfy the requirements of Applicable Laws.
10.6 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
10.7 Withholding.
(a) . Prior to the delivery of any Shares or cash pursuant to the grant, exercise, vesting, or settlement of an Award, the
Company shall have the power and the right to deduct or withhold, or to require a Participant or Beneficiary to remit to the Company, an amount sufficient to
satisfy any federal, state, and local taxes (including the Participant’s FICA obligation) that
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