America Online 2013 Annual Report Download - page 164

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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 Fourth Amendment, subject to compliance with applicable law and the schedule of the Compensation
Committee of the Board.
(ii) 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.
(iii) Executive’s Additional Stock Options will vest over a three-year period following the date of grant, with one-third of such Additional 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.
(iv) 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 Additional Performance
Share that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.
3. Counterparts. This Fourth 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.
4. Entire Agreement. The Employment Agreement (as amended by this Fourth 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 Fourth Amendment is incorporated into the scope of the
terms of that paragraph.
2