EX-4.4



 Exhibit 4.4 

AOL INC. 
 2010 STOCK
INCENTIVE PLAN 
 (Amended and Restated Effective as of March 27, 2014) 

 

	1.	Purpose of the Plan 

 The purpose of the Plan is to aid the Company and its
Affiliates in recruiting and retaining employees, directors and advisors and to motivate such employees, directors and advisors to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest which such employees, directors and advisors will have in the welfare of the Company as a result of their proprietary interest in the Company’s success. 

 

	2.	Definitions 

 The following capitalized terms used in the Plan have the respective
meanings set forth in this Section: 
 (a) “Act” means The Securities Exchange Act of 1934, as amended, or
any successor thereto. 
 (b) “Affiliate” means any entity that is treated as a subsidiary or a parent of the Company for
purposes of the Securities Act of 1933, as amended (the “Act”) and the rules and regulations promulgated thereunder. Under such rules and as applied to the Company, “parent” is defined as a person controlling the Company
directly, or indirectly through one or more intermediates and “subsidiary” is defined as a person controlled by the Company directly, or indirectly through one or more intermediates. Any such entity must also be an entity that is
consolidated with the Company for financial reporting purposes or any other entity designated by the Board in which the Company has a direct or indirect equity interest of at least twenty percent (20%), measured by reference to vote or value. 

(c) “Assumed Plans” means each of the AOL Inc. Long-Term Incentive Plan for the Employees of the HuffingtonPost Media Group,
as amended and restated effective March 7, 2011; the AOL Inc. 2013 Adap.tv Acquisition Stock Incentive Plan, as amended and restated effective September 5, 2013; and the AOL Inc. 2014 Gravity Acquisition Stock Incentive Plan, as amended
and restated, effective January 23, 2014. 
 (d) “Award” means an Option, Stock Appreciation Right, award of
Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Converted Award granted pursuant to the Plan. 
 (e)
“Board” means the Board of Directors of the Company. 
 (f) “Change in Control” means the occurrence of
any of the following events: 
 (i) any “Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Act
(other than the Company or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “Beneficial Owner” within the meaning of
Rule 13d-3 promulgated under the Act of 30% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; excluding, however, any circumstance in which such
beneficial ownership resulted from any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlling, controlled by, or under common control with, the Company; 

(ii) a change in the composition of the Board since the Effective Date, such that the individuals who, as of such date,
constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the Effective Date whose election, or
nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the 







 
Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or
threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall
not be deemed a member of the Incumbent Board; 
 (iii) a reorganization, recapitalization, merger or consolidation (a
“Corporate Transaction”) involving the Company, unless securities representing 60% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the
corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the beneficial holders of the outstanding voting securities entitled to vote
generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction; or 

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company. 

(g) “Code” means The Internal Revenue Code of 1986, as amended, or any successor thereto. References to a particular section
of the Code include references to regulations and rulings thereunder and to successor provisions. 
 (h) “Committee” means
the Compensation Committee of the Board or its successor, or such other committee of the Board to which the Board has delegated power to act under or pursuant to the provisions of the Plan or a subcommittee of the Compensation Committee
(or such other committee) established by the Compensation Committee (or such other committee). 
 (i) “Company” means
AOL Inc., a Delaware corporation, and it successors. 
 (j) “Effective Date” means the effective date the Plan, as amended
and restated hereby, was adopted by the Board, which date was March 27, 2014. 
 (k) “Employment” means (i) a
Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board or the board of
directors of an Affiliate or (iii) a Participant’s services as a consultant or advisor, if the Participant is a consultant or advisor to the Company or any of its Affiliates; provided, however that unless otherwise determined by the
Committee, a change in a Participant’s status from employee to non-employee (other than a director of the Company or an Affiliate) shall constitute a termination of employment hereunder. 

(l) “Fair Market Value” means, on a given date, (i) if there should be a public market for the Shares on such date, the
closing sale price of the Shares on the New York Stock Exchange (“NYSE”) Composite Tape, or, if the Shares are listed or admitted on another national securities exchange or national market system on which the average daily trading
volume of the Shares is greater, including without limitation the Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market (the “NASDAQ”), the closing sales price per Share (or the average of the per Share closing bid
price and per Share closing asked price on such date, if no sales were reported) on such other national securities exchange or national market system, including the NASDAQ, or, if no sale of Shares shall have been reported on the NYSE Composite Tape
or quoted on another national securities exchange or national market system, including the NASDAQ, on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there
should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith. 

(m) “ISO” means an Option that is also an incentive stock option granted pursuant to Section 6(d). 

(n) “OIBDA” has the meaning set forth in Section 10(b). 

  
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 (o) “Option” means a stock option granted pursuant to Section 6. 

(p) “Option Price” means the price for which a Share can be purchased upon exercise of an Option, as determined pursuant to
Section 6(a). 
 (q) “Other Stock-Based Awards” means awards granted pursuant to Section 10. 

(r) “Participant” means an employee, director, consultant or advisor of the Company or an Affiliate who is selected by the
Committee to participate in the Plan, and upon his or her death, his or her successors, heirs, executors and administrators, as the case may be. A consultant or advisor may only be eligible to be selected to become a Participant if such person is a
natural person providing bona fide services to the Company or an Affiliate and such services are not performed in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain
a market for the Company’s securities. A prospective employee of the Company or an Affiliate may be granted an Award so long as the grant date does not occur prior to the date that such person commences employment or the performance of services
for the Company or an Affiliate. 
 (s) “Performance-Based Awards” means certain Other Stock-Based Awards granted pursuant
to Section 10(b). 
 (t) “Plan” means the AOL Inc. 2010 Stock Incentive Plan, as amended from time to time. 

(u) “Restricted Stock” means any Share granted under Section 8. 

(v) “Restricted Stock Unit” means an Award granted to a Participant under Section 9. 

(w) “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretative
guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. 

(x) “Share Authorization” has the meaning set forth in Section 3. 

(y) “Shares” means shares of common stock of the Company, $.01 par value per share. 

(z) “Stock Appreciation Right” means a stock appreciation right granted pursuant to Section 7. 

(aa) “Subsidiary” means a subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section
thereto), of the Company. 
 (bb) “Substitute Award” means an Award granted under Section 11(b); provided, however,
that in no event shall the term “Substitute Award” be construed to refer to or permit an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right. 

 

	3.	Shares Subject to the Plan; Individual Limits 

 (a) Share Authorization.
Subject to the adjustment as provided in Section 11, the aggregate number of Shares available for issuance under the Plan (the “Share Authorization”) shall be the sum of the following: (I) 31,638,331, (II) the number of
authorized but unissued Shares under the Assumed Plans as the Effective Date, which number is 2,776,786; and (III) the number of Shares deemed not issued under the Assumed Plans pursuant to paragraph (i) through (iii) of Section 3(b)
from and after the Effective Date. Shares that are issued pursuant to awards that are assumed, converted or substituted in connection with a merger, acquisition, reorganization or similar transaction shall not be treated as having been issued under
the Plan unless the terms of such assumption, conversion or substitution expressly so provide. For the avoidance of doubt, the Company shall be entitled to issue Shares under awards granted under the Assumed Plans that were outstanding on the
Effective Date and such issuances shall not reduce the foregoing. 

  
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 (b) Return of Shares to the Share Authorization. The following Shares will be deemed not
issued and will again become available for issuance under the Plan: 
 (i) Shares that are potentially deliverable under an
Award or an award granted under an Assumed Plan that expires or is canceled, terminated, forfeited, settled in cash or otherwise settled without the delivery or issuance of Shares; 

(ii) Shares that are held back or tendered to cover the exercise price or purchase price of an Award or an award granted under
an Assumed Plan or the tax withholding obligations with respect to an Award or an award granted under an Assumed Plan; and 

(iii) Shares that were subject to a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net
exercise of such Stock Appreciation Right. 
 For the avoidance of doubt, Shares repurchased on the open market with proceeds of an Option
exercise (or other payment by a Participant for the issuance of Shares under the terms of an Award agreement) will not be added back to or increase the Share Authorization. 

(c) Incentive Stock Option Limit. Notwithstanding Section 3(b), for purposes of determining the number of Shares available for
grant as Incentive Stock Options, such limit shall be equal to the sum of Section 3(a)(I) and 3(a)(II) only. 
 (d) Individual
Limits. The maximum number of Shares with respect to which Awards (other than Converted Awards) may be granted during a calendar year to any Participant shall be 2,600,000. The grant limit under the preceding sentence shall apply to an Award
other than an Option or Stock Appreciation Right only if the Award is intended to be “performance-based” as that term is used in Section 162(m) of the Code. 

(e) Source of Shares. The Shares to be issued pursuant to Awards may be authorized but unissued Shares or treasury Shares. 

 

	4.	Administration 

 (a) The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “independent directors” within the meaning of the NYSE listed company rules,
“non-employee directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and, to the extent required by Section 162(m) of the Code (or any successor section thereto), “outside directors” within
the meaning thereof. In addition, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided that such grants are consistent with guidelines established by
the Committee from time to time. 
 (b) The Committee shall have the full power and authority to make, and establish the terms and
conditions of, any Award to any person eligible to be a Participant, consistent with the provisions of the Plan, and to amend or waive any such terms and conditions at any time (including without limitation, accelerating or waiving any vesting
conditions). 
 (c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan, and may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole
and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). 

  
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 (d) The Committee shall require payment of any amount it may determine to be necessary to
withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. The Committee shall have the right to withhold from any payment required to be made pursuant to the exercise, grant or vesting of an Award
an amount sufficient to satisfy any federal, state, local or other taxes, as set forth in further detail in the Award agreement. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by
(a) delivery of Shares or (b) having Shares withheld by the Company with an aggregate Fair Market Value no greater than the Participant’s minimum statutory withholding tax liability from those Shares that would have otherwise been
received by the Participant. 
  

	5.	Limitations 

 (a) No Award may be granted under the Plan on or after the tenth
anniversary of the Effective Date, unless the term of the Plan is extended beyond such date by stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date. The Plan will remain in effect with respect to
outstanding Awards until no Awards remain outstanding. 
 (b) Notwithstanding any provision herein to the contrary, the repricing of an
Option or Stock Appreciation Right, once granted hereunder, is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect
as any of the following): (i) changing the terms of an Option or Stock Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and
(iii) repurchasing for cash or canceling an Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless the cancellation and exchange
occurs in connection with a change in capitalization or similar change permitted under Section 11(a) below. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a
“repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant. 

(c) With respect to any Awards, other than Awards granted on a discretionary basis for any extraordinary duties or services above those
generally performed by other members of the Board, granted to a Participant who is a non-employee member of the Board at the time of grant, such Awards shall be made pursuant to formulas established by the Board in advance of such grant. Any such
Awards shall be made at the time such a Participant first becomes a member of the Board and, thereafter, on an annual basis at or following the annual meeting of stockholders. Such formulas may include any one or more of the following: (i) a
fixed number of Options or Stock Appreciation Rights, (ii) a fixed number of Shares of Restricted Stock or a number of Shares of Restricted Stock determined by reference to a fixed dollar amount (calculated based on the Fair Market Value of a
Share on the date of grant), and (iii) Restricted Stock Units or Other Stock-Based Awards determined either by reference to a fixed number of Shares or to a fixed dollar amount (calculated based on the Fair Market Value of a Share on the
date of grant). 
  

	6.	Terms and Conditions of Options 

 Options granted under the Plan shall be, as
determined by the Committee, nonqualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms
and conditions, not inconsistent therewith, as the Committee shall determine, and as evidenced by the related Award agreement: 
 (a)
Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date an Option is granted. 

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be
determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted, except as may be provided pursuant to Section 16. 

  
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 (c) Exercise of Options. Except as otherwise provided in the Plan or in an Award
agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. An Option may not be exercised for a fraction of a Share. For purposes of this Section 6, the exercise date of an
Option shall be the date a notice of exercise is received by the Company, together with provision for payment of the full purchase price in accordance with this Section 6(c). The purchase price for the Shares as to which an Option is exercised
shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by check); (ii) in Shares having a Fair Market Value equal to the aggregate Option
Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; (iii) partly in cash and partly in such Shares or (iv) if there is a public market for the Shares at such time, through the
delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being
purchased and any applicable withholding taxes. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Shares are issued to the Participant. Shares purchased upon the
exercise of an Option shall be issued to the Participant as soon as practicable following the effective date on which the Option is exercised. 

(d) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of
Section 422 of the Code (or any successor section thereto). An ISO may only be granted to a Participant who is an employee of the Company or a Subsidiary. No ISO may be granted to any Participant who, at the time of such grant, owns more than
ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and
(ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either
(i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All
Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option
(or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof)
otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any
liability to any Participant (or any other person) due to the failure of an Option to qualify for any reason as an ISO. 
 (e)
Attestation. Wherever in the Plan or any agreement evidencing an Award, a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such
number of Shares from the Shares acquired by the exercise of the Option, as appropriate. 
  

	7.	Terms and Conditions of Stock Appreciation Rights 

 (a) Grants. The
Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the
preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by the Option (or such lesser
number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may
be included in an Award agreement). 
 (b) Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount
determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Stock Appreciation Right is granted, and in the case of a Stock Appreciation Right granted in conjunction with an Option, or
a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of
(A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right that are being exercised.


  
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Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof,
and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by
the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock
Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. The date a notice of exercise
is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be
rounded downward to the next whole Share. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares covered by Stock Appreciation Rights until the Shares are issued to the Participant. 

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability of Stock Appreciation Rights as
it may deem fit, but in no event shall a Stock Appreciation Right be exercisable more than ten years after the date it is granted, except as may be provided pursuant to Section 16. 

 

	8.	Restricted Stock 

 (a) Grant. Subject to the provisions of the Plan, the
Committee shall determine the number of Shares of Restricted Stock to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Stock may be forfeited to the Company, and the
other terms and conditions of such Awards. 
 (b) Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine in its sole discretion. If certificates
representing Shares of Restricted Stock are registered in the name of the applicable Participant, the Company may, at its discretion, retain physical possession of such certificates until such time as all applicable restrictions lapse. 

(c) Dividends. Dividends paid on any Shares of Restricted Stock may be paid directly to the Participant, withheld by the Company
subject to vesting of the Restricted Shares pursuant to the terms of the applicable Award agreement, or may be reinvested in additional Shares of Restricted Stock, as determined by the Committee in its sole discretion. 

(d) Performance-Based Grants. Notwithstanding anything to the contrary herein, certain Shares of Restricted Stock granted under this
Section 8 may, at the discretion of the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). The restrictions applicable to such Restricted
Stock shall lapse based wholly or partially on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially
uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance
goals, which must be objective, shall be based upon one or more of the criteria set forth in Section 10(b) below. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with
respect to a given Participant and, if they have, shall so certify prior to the release of the restrictions on the Shares. No such restrictions shall lapse for such performance period until such certification is made by the Committee. 

 

	9.	Restricted Stock Units 

 (a) Grant. Subject to the provisions of the Plan,
Restricted Stock Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. Each grant of Restricted Stock Units shall be evidenced by an Award agreement
that shall specify the applicable restrictions, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. 

  
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 (b) Other Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Restricted Stock Units and/or the Shares issuable upon the settlement of Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated
purchase price for each Restricted Stock Unit, time-based restrictions requiring a minimum period of service as a condition of settlement of any or all Restricted Stock Units, performance-based restrictions requiring the achievement of certain
performance goals (including but not limited to those set forth in Section 10(b) below) and/or restrictions under applicable laws or under the requirements of any stock exchange or market or holding requirements or sale restrictions placed on
any Shares issued by the Company upon vesting and in settlement of such Restricted Stock Units. 
 (c) Dividends and Other
Distributions. Shares underlying Restricted Stock Units shall be entitled to Dividend equivalents other distributions only to the extent provided by the Committee. 

(d) Performance-Based Grants. Notwithstanding anything to the contrary herein, certain Restricted Stock Units granted under this
Section 9 may, at the discretion of the Committee, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). The Restricted Stock Units shall vest based
wholly or partially on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no
more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the criteria set forth in Section 10(b) below. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant
and, if they have, shall so certify prior to the release of the restrictions on the Shares. No Restricted Stock Units for such performance period shall vest until such certification is made by the Committee. 

 

	10.	Other Stock-Based Awards 

 (a) Generally. The Committee, in its sole
discretion, may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares, including, but not limited to, Shares awarded purely as a bonus and not
subject to any restrictions or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, performance units, free standing dividend equivalent units, stock
equivalent units, and deferred stock units. Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or
more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition
to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable). 
 (b) Performance-Based Awards. Notwithstanding anything to the contrary
herein, certain Other Stock-Based Awards granted under this Section 10 may be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). A Participant’s
Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially
uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25% of the relevant performance period. The performance goals,
which must be objective, shall be based upon one or more of the following criteria: (i) operating income before depreciation and amortization (“OIBDA”), including adjusted OIBDA; (ii) operating income (either before or after,
either or any combination of, interest, taxes, depreciation and/or amortization); (iii) earnings per share or in the aggregate; (iv) return on stockholders’ equity; (v) stock price; (vi) revenues or sales;
(vii) advertising revenue or sales; (viii) free cash flow; (ix) return on invested capital; (x) total stockholder return; 

  
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(xi) net sales or revenue growth; (xii) return on assets; (xiii) return on capital; (xiv) return on sales; (xv) return on revenue; (xvi) operating cash flow;
(xvii) cash flow return on equity; (xviii) cash flow return on investment; (xix) earnings before or after taxes, interest, depreciation, and/or amortization; (xx) gross or operating margins; (xxi) productivity ratios;
(xxii) expense targets; (xxiii) margins; (xxiv) operating efficiency; (xxv) market share; (xxvi) working capital targets and change in working capital; (xxvii) economic value added (net operating profit after tax minus
the sum of capital multiplied by the cost of capital); (xxviii) reductions in expenses; (xxix) net economic value; (xxx) completion or progress on the achievement of significant transactions, acquisitions, divestitures, product
development and/or projects or processes; (xxxi) results of customer satisfaction surveys; (xxxii) product price; (xxxiii) achievement of product and/or service quality goals; and/or (xxxiv) credit rating. 

The foregoing criteria may relate to the Company, one or more of its affiliates or one or more of its or their divisions, units, departments
or functions or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, and may be based upon a specified increase, positive result, maintenance of the status quo,
decrease or negative result, or any combination thereof, and may apply to all or a portion of the designated performance goal or goals, or any combination thereof, and financial metrics may be calculated on a pre-tax and/or after-tax basis, all as
the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items as the Committee shall
determine. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable
Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the
amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the
Code and Section 22 below, elect to defer payment of a Performance-Based Award. 
  

	11.	Adjustments Upon Certain Events 

 (a) Adjustments Upon Certain Events.
Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: 

(i) Generally. In the event of any change in the outstanding Shares (including, without limitation, the value thereof)
after the Effective Date by reason of any Share dividend or split, reorganization recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to stockholders of Shares other
than regular cash dividends, or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (subject to
Section 22), as to (i) the number or kind of Shares (or other securities or property) issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares (or other securities or
property) for which Awards may be granted during a calendar year to any Participant, (iii) the Option Price or exercise price of any Stock Appreciation Right and/or (iv) any other affected terms of such Awards. 

(ii) Change in Control. In the event of a Change in Control after the Effective Date, the Committee may (subject to
Section 22), but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel Awards for fair value (as determined in the sole discretion of the
Committee) which in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or
Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation
Rights, (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion, or
(D) provide that for a period of at least 30 days prior to the Change in 

  
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Control, such Options or Stock Appreciation Rights shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Options or Stock Appreciation
Rights shall terminate and be of no further force and effect. The Committee shall neither be obligated to treat all Awards in the same manner under this Section 11(a)(ii) nor to take any action with respect to all Awards if it determines to
take action with respect to any Award under this Section 11(a)(ii). 
 (b) Substitute Awards. The Company, from time to time,
also may substitute or assume any outstanding award granted by the Company, any of its Affiliates or another company, whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or
stock or otherwise, by either: (A) granting an Award under the Plan in substitution of such award or (B) assuming such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted
under the Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under the Plan if the granting company had applied the rules of the Plan to such
grant. In the event the Company assumes an award pursuant to this Section 11(b), the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of
any such option will be adjusted appropriately pursuant to Section 424(a) of the Code and Section 409A). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a
similarly adjusted Option Price. In the event the Company elects to grant a new Stock Appreciation Right rather than assuming an existing Stock Appreciation Right, such new Stock Appreciation Right may be granted with a similarly adjusted exercise
price. The number of Shares underlying Substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. 
  

	12.	No Right to Employment or Awards 

 The granting of an Award under the Plan shall
impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Subsidiary’s right to terminate the Employment of such Participant. No Participant or other
person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 
  

	13.	Successors and Assigns 

 The Plan shall be binding on all successors and assigns
of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

  

	14.	Nontransferability of Awards 

 Unless otherwise determined by the Committee (and
subject to the limitation that in no circumstances may an Award may be transferred by the Participant for consideration or value), an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent
and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. 
  

	15.	Amendments or Termination 

 The Board or the Committee may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the stockholders of the Company (i) if such action would (except as is provided in Section 11 of the Plan) increase the
total number of Shares reserved for the purposes of the Plan or the maximum number of Shares for which Awards may be granted to any Participant, or (ii) if stockholder approval for such action is otherwise required by any applicable law or
regulation or the rules of the NYSE or any successor exchange or quotation system on which the Shares may be then listed or quoted or Section 162(m) of the Code (taking into consideration the exception provided by Treas. Reg. §
1.162-27(f)(iii)(4)), (b) without the consent of a Participant, if such action would materially diminish any of the rights of the Participant under any Award 

  
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theretofore granted to such Participant under the Plan or (c) subject to Section 5(b), relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided,
however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. Without limiting the generality of the foregoing, to the extent
applicable, notwithstanding anything herein to the contrary, the Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee
determines that any amounts payable hereunder will be taxable to a Participant under Section 409A, prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate
policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or
(b) take such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A. 
  

	16.	International Participants 

 With respect to Participants who reside or work
outside the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or
Awards in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate. 
  

	17.	Other Benefit Plans 

 All Awards shall constitute a special incentive payment to
the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit sharing, bonus, life insurance or other
benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise. 
  

	18.	Choice of Law 

 The Plan shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflicts of laws, and except as otherwise provided in the pertinent Award agreement, any and all disputes between a Participant and the Company or any Affiliate relating to an Award shall be brought
only in a state or federal court of competent jurisdiction sitting in Manhattan, New York. 
  

	19.	Effectiveness of the Plan 

 The Plan, as amended and restated, shall be effective
as of the Effective Date on the date it is approved by the stockholders of the Company at the regularly scheduled meeting of the stockholders of the Company in 2014. 
  

	20.	Code Section 162(m) Approval 

 If so determined by the Committee, the
provisions of the Plan regarding Performance-Based Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved such
provisions, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity of Awards granted after such time
if such stockholder approval has not been obtained. 
  

	21.	Securities Law Compliance 

 (a) If the Committee deems it necessary to comply with
any applicable securities law, or the requirements of any securities exchange or other form of securities market upon which Shares may be listed, the Committee may impose any restriction on Shares acquired pursuant to Awards under the Plan as it may
deem 

  
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advisable. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the United States Securities and Exchange Commission, any securities exchange or other form of securities market upon which Shares are then listed, any applicable securities
law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Participant shall make a written representation to the Company that he or
she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state or foreign securities law or unless she or she shall
have furnished an opinion to the Company, in form and substance satisfactory to the Company, that such registration is not required. 
 (b)
If the Committee determines that the exercise, nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any securities exchange or other form of
securities market on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such
exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date. 
  

	22.	Section 409A 

 (a) In General. The Plan is intended to be
administered in a manner consistent with the requirements, where applicable only, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax
recognition and additional taxes pursuant to Section 409A. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event Section 409A applies to any Award in a manner that results
in adverse tax consequences for the Participant or any of his or her beneficiaries or transferees. 
 (b) Elective Deferrals. No
elective deferrals or re-deferrals of compensation (as defined under Section 409A) other than in regard to Restricted Stock Units granted under the Plan are permitted hereunder. 

(c) Applicable Requirements. To the extent an Award granted under the Plan is deemed to be “deferred compensation” subject to
Section 409A, the following rules shall apply to such Awards: 
 (i) Mandatory Deferrals. If the Company decides
that the payment of compensation under the Plan shall be deferred within the meaning of Section 409A, then at the grant of the Award to which such payment relates, the Company shall specify in the Award agreement the date(s) on which such
compensation will be paid. 
 (ii) Initial Deferral Elections. For Awards of Restricted Stock Units where the
Participant is given the opportunity to elect the timing and form of the payment of the underlying Shares at some future time once any requirements have been satisfied (e.g., retirement), the Participant must make his or her initial deferral
election for such Award in accordance with the requirements of Section 409A and Treas. Reg. § 1.409A-2. 
 (iii)
Subsequent Deferral Elections. To the extent the Company or Committee allows Participants to elect to re-defer (after an initial deferral election has become irrevocably effective) deferred compensation that is subject to Section 409A,
then the requirements of Treas. Reg. § 1.409A-2(b) must be met. Generally those requirements provide that: (1) such election will not take effect until at least 12 months after the date on which it is made; (2) in the case of an
election not related to a payment on account of disability, death, or an unforeseeable emergency, the payment with respect to which such election is made must be deferred for a period of not less than 5 years from the date such payment would
otherwise have been paid; and, (3) any election related to a payment at a specified time or pursuant to a fixed schedule (within the meaning of Treas. Reg. § 1.409A-3(a)(4)) must be made not less than 12 months before the date the payment
is scheduled to be paid. 

  
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(iv) Timing of Payments. Payment(s) of compensation that is subject to Section 409A shall only be made upon an event or at a time set forth in Treas. Reg. § 1.409A-3.
Generally, such events and times include: a Participant’s separation from service; a Participant’s becoming disabled; a Participant’s death; a time or a fixed schedule specified in the Plan (including an Award agreement); a change in
the ownership or effective control, or in the ownership of a substantial portion of the assets, of a corporation; or the occurrence of an unforeseeable emergency, in each case as defined and provided for under Section 409A. 

(v) Certain Delayed Payments. Notwithstanding the foregoing, to the extent an amount was intended to be paid such that
it would have qualified as a short-term deferral under Section 409A, then such payment may be delayed without causing such amount to be subject to Section 409A if the requirements of Treas. Reg. § 1.409A-1(b)(4)(ii) are met. 

(vi) Acceleration of Payment. Any payment made under the Plan to which Section 409A applies may not be accelerated,
except in accordance with Treas. Reg. §1.409A-3(j)(4). 
 (vii) Installment Payments. To the extent any amount
made under the Plan to which Section 409A applies is payable in two or more installments, each installment payment shall be treated as a separate and distinct payment for purposes of Section 409A. 

(d) Determining “Controlled Group”. In order to determine for purposes of Section 409A whether a Participant or eligible
individual is employed by a member of the Company’s controlled group of corporations under Section 414(b) of the Code (or by a member of a group of trades or businesses under common control with the Company under Section 414(c) of the
Code) and, therefore, whether the Shares that are or have been purchased by or awarded under the Plan to the Participant are shares of “service recipient” stock within the meaning of Section 409A: 

(i) In applying Sections 1563(a)(1), (2) and (3) of the Code for purposes of determining the Company’s
controlled group under Section 414(b) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Sections 1563(a)(1), (2) and (3) of the Code; 

(ii) In applying Treas. Reg. § 1.414(c)-2 for purposes of determining trades or businesses under common control with the
Company for purposes of Section 414(c) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treas. Reg. § 1.414(c)-2; and 

(iii) Notwithstanding the above, to the extent that the Company finds that legitimate business criteria exist within the
meaning of Treas. Reg. § 1.409A-1(b)(5)(E)(1), then the language “at least 50 percent” in clauses (i) and (ii) above shall instead be “at least 20 percent.” 

(e) Specified Employees; Payment Delay. Notwithstanding anything above to the contrary, in the event that an amount that is subject to
Section 409A is to be paid under the Plan to a “specified employee” upon such employee’s “separation from service” (as those terms are defined under Section 409A), then such payment shall be made on the first day
of the seventh month following the month in which the separation from service occurred. 
  

	23.	Plan History 

 The Plan was originally adopted by the Company on November 20,
2009. The Board approved an amendment to the Plan on January 28, 2010 to remove the minimum vesting schedule for Restricted Stock and Other Stock-Based Awards. The Committee approved an amendment and restatement of the Plan on March 15,
2010 to (a) increase the number of Shares reserved for issuance pursuant to Awards from 11,308,831 Shares to 16,608,831 Shares and (b) provide for a limit of 7,800,000 on the number of Restricted Stock or Other Stock-Based Awards payable
in Shares, which amended and restated Plan was approved by stockholders on April 29, 2010. The Plan was further amended and restated following stockholder approval on June 14, 2012 to (a) increase the number of Shares


  
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reserved for issuance pursuant to Awards by 5,200,000 Shares, (b) change the manner in which certain types of Awards under the Plan count against the number of Shares authorized for issuance
under the Plan, thereby eliminating the separate limit for Awards of Restricted Stock or Other Stock-Based Awards hereunder, (c) provide that the number of Shares underlying any Award settled in cash shall again be available for Awards under
the Plan, (d) provide additional performance criteria pursuant to which performance-based Awards may be granted under the Plan, (e) provide that Awards may be granted under the Plan for ten years from the date the Plan was first adopted by
the Board, and (f) make other clarifying and administrative amendments. 
 The Board approved an amendment and restatement of the Plan
effective as of March 27, 2014 to (a) increase the number of Shares reserved for issuance hereunder, (b) change the manner in which certain types of Awards under the Plan count against the number of Shares authorized for issuance
under the Plan, thereby treating all Awards under the Plan in the same manner, (c) provide that certain Shares underlying Awards shall again be available for Awards under the Plan, (d) provide expressly for the award of Restricted Stock
Units, (e) extend the term of the Plan until March 26, 2024 and (f) make other clarifying and administrative amendments. The amendment and restatement of the Plan in 2014 is subject to and contingent upon, the approval of the
stockholders of the Company, which approval is being sought at the 2014 Annual Meeting of Stockholders. 

  
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