America Online 2013 Annual Report Download - page 153

11.4 Effect of Amendment or Termination. Except as provided in Section 11.5 of the Plan, no amendment, alteration, suspension, or termination of the
Plan shall impair the rights of any Participant or Beneficiary under an outstanding Award, unless required to comply with an Applicable Law or mutually
agreed otherwise between the Participant and the Committee; any such agreement must be in writing and signed by the Participant and the Company.
Termination of the Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.
11.5 Adjustments of Awards Upon the Occurrence of Unusual or Nonrecurring Events . The Committee may, in its sole discretion (but subject to the
limitations and conditions expressly stated in the Plan, such as the limitations on adjustment of Performance Objectives), adjust the terms and conditions of
Awards during the pendency or in recognition of (a) unusual or nonrecurring events affecting the Company or an Affiliate (such as a capital adjustment,
reorganization, or merger) or the financial statements of the Company or an Affiliate, or (b) any changes in Applicable Laws or accounting principles. By way
of example, the power to adjust Awards shall include the power to suspend the exercise of any Option or Stock Appreciation Right.
ARTICLE 12
MISCELLANEOUS
12.1 Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
blue sky, securities and/or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to this Plan containing
(i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable, and (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All sub-plans adopted by the Board shall be deemed to be part of the Plan,
but each sub-plan shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any sub-plans to
Participants in any jurisdiction which is not the subject of such sub-plan.
12.2 Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the
State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
12.3 Committee Manner of Action. Unless otherwise provided in the bylaws of the Company or the charter of the Committee: (a) a majority of the
members of a Committee shall constitute a quorum, and (b) the vote of a majority of the members present who are qualified to act on a question assuming the
presence of a quorum or the unanimous written consent of the members of the Committee shall constitute action by the Committee. The Committee may
delegate the performance of ministerial functions in connection with the Plan to such person or persons as the Committee may select.
12.4 Expenses. The costs of administering the Plan shall be paid by the Company.
12.5 Severability. If any provision of the Plan or any Award Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any person or Award, such provision shall be construed or deemed to be amended to resolve the applicable
infirmity, unless the Committee determines that it cannot be so construed or deemed amended without materially altering the Plan or the Award, in which case
such provision shall be stricken as to such jurisdiction, person, or Award, and the remainder of the Plan and any such Award shall remain in full force and
effect.
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