America Online 2013 Annual Report Download - page 152

the Company determines is required to be withheld to comply with Applicable Laws. The Participant or Beneficiary shall remain responsible at all times for
paying any federal, state, and local income or employment tax due with respect to any Award, and the Company shall not be liable for any interest or penalty
that a Participant or Beneficiary incurs by failing to make timely payments of tax.
(b) . The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time in the
applicable Award Agreement or otherwise, may permit a Participant or Beneficiary to satisfy such tax withholding obligation, in whole or in part, by
(i) electing to have the Company withhold otherwise deliverable Shares, or (ii) delivering to the Company already-owned Shares having a Fair Market Value
equal to the amount required by Applicable Law to be withheld. The Fair Market Value of the Shares to be withheld or delivered, or with respect to which
restrictions are removed, shall be determined as of the date that the taxes are required to be withheld.
10.8 Other Provisions in Award Agreements. In addition to the provision described in the Plan, any Award Agreement may include such other provisions
(whether or not applicable to the Award of any other Participant) as the Committee determines appropriate, including restrictions on resale or other disposition,
provisions for the acceleration of exercisability of Options and Stock Appreciation Rights in the event of a change in control of the Company, provisions for
the cancellation of Awards in the event of a change in control of the Company and provisions to comply with Applicable Laws.
10.9 Section 16 of the Exchange Act . It is the intent of the Company that Awards and transactions permitted by Awards be interpreted in a manner that,
in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of
the Awards, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. The Company shall have no liability to any
Participant or other person for Section 16 consequences of Awards or events in connection with Awards if an Award or related event does not so qualify.
10.10 Not Benefit Plan Compensation. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be
deemed a part of a Participant’s compensation for purposes of determining the Participant’s benefits under any other employee benefit plans or arrangements or
provided by the Company or an Affiliate, except where the Committee expressly provides otherwise in writing.
ARTICLE 11
TERM, AMENDMENT, AND TERMINATION OF PLAN
11.1 Term of Plan. The Plan initially became effective on March 24, 2008 and was assumed by the Company on the Effective Date.
11.2 Termination of the Plan. The Plan shall terminate upon the earliest to occur of (i) March 24, 2018; (ii) the date that is 10 years after the Plan was
approved by the HuffingtonPost’s stockholders; (iii) the date on which all Shares available for issuance under the Plan have been issued as fully vested
Shares; or (iv) the date determined by the Board pursuant to its authority under Section 11.3 of the Plan.
11.3 Amendment of the Plan. The Board or the Committee may at any time amend, alter, suspend, or terminate the Plan, without the consent of the
Participants or Beneficiaries. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable
Laws.
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