Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxxx X. Xxxxxxxxx. Notwithstanding any provision of Section 12.01 to the contrary, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Employment Agreement, dated March 12, 2009, by and among Xxxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”), AOL LLC and TWX (the “Xxxxxxxxx Employment Agreement”), effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxxxxxxx shall be converted into an option (each, a “Converted AOL Option”) to acquire shares of AOL Common Stock, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby), the number of shares at the exercise price per share that will allow such option to have a “fair value” and an “intrinsic value” (in each case, within the meaning of FAS 123R and determined in accordance therewith), as of immediately following the Distribution, that shall be identical to the fair value and intrinsic value of such TWX Option immediately prior to the Distribution. The adjustments provided in this Section 12.02 with respect to any TWX Options, whether or not they are “incentive stock options”, as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) and Section 409A of the Code. Furthermore, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Xxxxxxxxx Employment Agreement, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxxxxxxx shall be converted into a restricted stock unit with respect to shares of AOL Common Stock (such restricted stock units, the “Converted AOL RSUs”), on substantially the same terms and conditions as were applicable under such TWX RSU (other than with respect to the number and type of shares covered thereby), with respect to the number of shares that will allow such restricted stock unit to have a “fair value” and an “intrinsic value” (in each case, within the meaning of FAS 123R and determined in accordance therewith), as of immediately following the Distribution, that shall be identical to the fair value and intrinsic value of such TWX RSU immediately prior to the Distribution. Effective immediately upon the Distribution, AOL shall assume all Liabilities related to the TWX Options and TWX RSUs (as Converted AOL Options and Converted AOL RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto. The AOL board of directors (or a duly authorized committee thereof) shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 12.02 to be exempt from Section 16 of the Exchange Act under Rule 16b-3 promulgated thereunder.
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Samples: Employee Matters Agreement (AOL Inc.), Employee Matters Agreement (AOL Inc.)
Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxxx X. Xxxxxxxxx. Notwithstanding any provision of Section 12.01 to the contrary, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Employment Agreement, dated March 12, 2009, by and among Xxxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”), AOL LLC and TWX (the “Xxxxxxxxx Employment Agreement”), effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxxxxxxx shall be converted into an option (each, a “Converted AOL Option”) to acquire shares of AOL Common Stock, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby), the number of shares at the exercise price per share that will allow such option to have a “fair value” and an “intrinsic value” (in each case, within the meaning of FAS 123R and determined in accordance therewith123R), as of immediately following the Distribution, that shall be identical to the fair value and intrinsic value of such TWX Option immediately prior to the Distribution. The adjustments provided in this Section 12.02 with respect to any TWX Options, whether or not they are “incentive stock options”, as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) and Section 409A of the Code. Furthermore, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Xxxxxxxxx Employment Agreement, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distributiondistribution, by Xxxxxxxxx shall be converted into a restricted stock unit with respect to shares of AOL Common Stock (such restricted stock units, the “Converted AOL RSUs”), on substantially the same terms and conditions as were applicable under such TWX RSU (other than with respect to the number and type of shares covered thereby), with respect to the number of shares that will allow such restricted stock unit to have a “fair value” and an “intrinsic value” (in each case, within the meaning of FAS 123R and determined in accordance therewith123R), as of immediately following the Distribution, that shall be identical to the fair value and intrinsic value of such TWX RSU immediately prior to the Distribution. Effective immediately upon the Distribution, AOL shall assume all Liabilities related to the TWX Options and TWX RSUs (as Converted AOL Options and Converted AOL RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto. The AOL board of directors (or a duly authorized committee thereof) shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 12.02 to be exempt from Section 16 of the Exchange Act under Rule 16b-3 promulgated thereunder.
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Treatment of Outstanding TWX Equity Compensation Awards Held by Xxxxxxx X. Xxxxxxxxx. Notwithstanding any provision of Section 12.01 to the contrary, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Employment Agreement, dated March 12, 2009, by and among Xxxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”), AOL LLC and TWX (the “Xxxxxxxxx Employment Agreement”), effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxxxxxxx shall be converted into an option (each, a “Converted AOL Option”) to acquire shares of AOL Common Stockacquire, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby)Option, the number of shares at the exercise price per share that will allow such option to have a “fair value” and an “intrinsic value” of AOL Common Stock (in each case, within the meaning of FAS 123R and determined in accordance therewith), as of immediately following the Distribution, that shall be identical rounded down to the fair value and intrinsic value nearest whole share) determined by multiplying (a) the number of shares of TWX Common Stock subject to such TWX Option immediately prior to the DistributionDistribution for which such TWX Option shall not theretofore have been exercised by (b) the Conversion Ratio (as defined below). Following conversion, each such TWX Option shall no longer constitute a TWX Option and shall instead be referred to herein as a “Converted AOL Option”. The exercise price per share of each Converted AOL Option shall be equal to the per share exercise price of each corresponding TWX Option, divided by the Conversion Ratio, and rounded up to the nearest whole cent. The adjustments provided in this Section 12.02 with respect to any TWX Options, whether or not they are “incentive stock options”, as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) and Section 409A of the Code. Furthermore, subject to any required action by the AOL board of directors (or a duly authorized committee thereof) in accordance with the Xxxxxxxxx Employment Agreement, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxxxxxxx shall be converted into a restricted stock unit with respect to the number of shares of AOL Common Stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of TWX Common Stock subject to such restricted stock unitsTWX RSU immediately prior to the Distribution by (ii) the Conversion Ratio. Following conversion, the each such TWX RSU shall no longer constitute a TWX RSU and shall instead be referred to herein as a “Converted AOL RSUsRSU”), on . Each Converted AOL RSU shall have substantially the same terms and conditions as were applicable under such the corresponding TWX RSU (other than with respect to the number and type of shares covered thereby), with respect to the number of shares that will allow such restricted stock unit to have a “fair value” and an “intrinsic value” (in each case, within the meaning of FAS 123R and determined in accordance therewith), as of immediately following the Distribution, that shall be identical to the fair value and intrinsic value of such TWX RSU immediately prior to the DistributionRSU. Effective immediately upon the Distribution, AOL shall assume all Liabilities related to the TWX Options and TWX RSUs (as Converted AOL Options and Converted AOL RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto. For purposes of this Agreement, “Conversion Ratio” shall mean a fraction, the numerator of which is the closing price per share of TWX Common Stock on the NYSE Composite Tape trading with “due bills” on the Distribution Date and the denominator of which is the closing price per share of AOL Common Stock on the NYSE Composite Tape trading on a “when issued” basis on the Distribution Date. The AOL board of directors (or a duly authorized committee thereof) shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 12.02 to be exempt from Section 16 of the Exchange Act under Rule 16b-3 promulgated thereunder.
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