America Online 2013 Annual Report Download - page 159

3. Paragraph 4C of the Employment Agreement is hereby replaced with the following:
Annual Bonus. In addition to Executive’s Base Salary, Executive will be eligible to participate in Company’s Annual Bonus Plan (the “ABP”),
pursuant to its terms as determined by Company from time to time. Pursuant to the ABP, Company will review its performance (including, if
applicable, Brand/Segment/Group performance) and Executive’s individual performance and will determine Executive’s bonus under the ABP, if any
(“Bonus”). Although as a general matter in cases of satisfactory individual performance, Company would expect to pay a Bonus at the target level
provided for in the ABP where Company has met target performance for a given year, Company does not commit to paying any Bonus, and Executive’s
Bonus may be negatively affected by the exercise of Company’s discretion or by Company performance. Although any Bonus (and its amount, if a
Bonus is paid) is fully discretionary and subject to the terms of the ABP, Executive’s target Bonus opportunity during the Employment Term is one
hundred twenty-five percent (125%) of Executive’s Base Salary effective as of July 1, 2013. For calendar year 2013, Executive’s ABP bonus
opportunity will be pro-rated for the period from January 1, 2013 through June 30, 2013 to reflect Executive’s target bonus opportunity and base salary
prior to July 1, 2013.
4. A new subsection 4D(iv) is hereby added to Paragraph 4D of the Employment Agreement :
Promotional Equity Grant.
(a) Company shall grant to Executive an equity award that shall have an equity value equal to $500,000.00 on the date of grant. Based on the equity
value on the date of grant, one-third of the equity award will be comprised of restricted stock units (“Additional RSUs”) (rounded down to the nearest
whole number of units), one-third of the equity award will be comprised of stock options (“Additional Stock Options”) (rounded down to the nearest
whole share), and the remaining one-third of the equity award will be comprised of performance shares based on relative total shareholder return
(“Additional Performance Shares”)(rounded down to the nearest whole share). Equity value of Additional RSUs and Additional Performance Shares will
be determined based on the closing price of a share of Company common stock, par value $.01 per share, on the date of grant. Equity value of
Additional Stock Options will be determined based on the standard option valuation formula used by Company. The grant of the Additional RSUs,
Additional Stock Options and Additional Performance Shares provided by this subsection shall generally be made in an administratively reasonable
period of time following the date that Executive signs the First Amendment, subject to compliance with applicable law and the schedule of the
Compensation Committee of the Board.
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