America Online 2013 Annual Report Download - page 160

Download and view the complete annual report

Please find page 160 of the 2013 America Online annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 174

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174

(b) Executive’s Additional RSUs will vest over a three-year period following the date of grant, with one-third vesting on the first anniversary of the grant
date and one-third vesting on each of the second and third anniversaries of the grant date, provided, that Executive is continuously employed with
Company from the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Additional
RSU that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.
(c) Executive’s Additional Stock Options will vest over a three-year period following the date of grant, with one-third of such Stock Options vesting on
the first (1st) anniversary of the date of grant, and monthly thereafter in substantially equal installments over the remaining two (2) years, provided, that
Executive is continuously employed with Company from the grant date to each applicable vesting date. Except as may be otherwise provided in the
applicable award agreement, any Additional Stock Option that is unvested on the date of Executive’s termination for any reason shall be forfeited on
such date of termination.
(d) Subject to achievement of performance objectives, Additional Performance Shares shall vest following the Committee’s certification of performance
following the end of a three-year performance period, commencing January 1, 2013, provided, that Executive is continuously employed with Company
from the grant date to the applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Performance Share that is
unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.
5. The following language is added to the end of Paragraph 4.D(iii)(e) of the Employment Agreement:
Notwithstanding the foregoing, for the avoidance of doubt, to the extent that on or after November 1, 2013, Company grants any equity award that
becomes fully vested over a period of at least three years based on continuous service, the provisions of this paragraph 4.D(iii)(e) shall not apply and no
amendments shall be made to Executive’s outstanding and unvested equity incentive awards on account of any such grant.
6. Counterparts. This First Amendment may be signed in several counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
7. Entire Agreement. The Employment Agreement (as amended by this First Amendment) contains the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior agreements, written or oral, between the parties with respect thereto. This paragraph does not replace or supersede
the Entire Agreement paragraph (Paragraph 10.K) in the Employment Agreement except insofar as this First Amendment is incorporated into the scope of the
terms of that paragraph.
3