Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AOL > SEC Filings for AOL > Form 8-K on 8-Nov-2013All Recent SEC Filings

Show all filings for AOL INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AOL INC.


8-Nov-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 6, 2013, the Compensation Committee ("Committee) of the Board of Directors of AOL Inc. (the "Company") approved an amendment to the employment agreement dated as of September 19, 2012, between the Company and Karen Dykstra (the "Dykstra Employment Agreement"), the Company's Executive Vice President and Chief Financial Officer in connection with her promotion to Chief Financial and Administrative Officer. The amendment provides for (i) an annual base salary increase from $700,000 to $750,000 and (ii) an increase in annual bonus target from 100% to 125% of base salary. In addition, the Committee approved the following equity awards to be granted to Ms. Dykstra under the 2010 AOL Inc. Stock Incentive Plan, as amended and restated (the "SIP"), on the Company's next scheduled equity grant date:

A non-qualified option to purchase shares of Company common stock with an aggregate grant date value of $166,666 at an exercise price equal to the fair market value of a share of Company common stock on the grant date. The option will have a ten-year term and, subject to continued employment with the Company, the shares subject to the option will vest over a three-year period. One-third of the shares subject to the option will vest and become exercisable on the first anniversary of the grant date and the remaining shares subject to the option will vest and become exercisable monthly thereafter in substantially equal installments over the remaining two years.

Restricted stock units with an aggregate grant date value of $166,666 based on the fair market value of the Company's common stock on the grant date. Subject to continued employment with the Company, the restricted stock units will vest over a three-year period. One-third of the restricted stock units will vest on the first anniversary of the grant date and one-third will vest on each of the second and third anniversaries of the grant date.

An award of performance units settled in shares of Company common stock conditioned upon the achievement of the Company's three-year relative total shareholder return during a performance period from January 1, 2013 until December 31, 2015. The target number of performance units subject to the award will have a value equal to $166,666 based on the fair market value of the Company's common stock on the grant date.

On November 6, 2013, the Committee also approved an amendment to the employment agreement dated as of June 11, 2010, as amended from time to time, between the Company and Julie Jacobs, the Company's Executive Vice President, General Counsel and Corporate Secretary (the "Jacobs Employment Agreement"), providing for an annual base salary increase from $600,000 to $650,000 in connection with her continued outstanding performance. In addition, the Committee approved the following equity awards to be granted to Ms. Jacobs under the SIP on the Company's next scheduled equity grant date:

A non-qualified option to purchase shares of Company common stock with an aggregate grant date value of $83,333 at an exercise price equal to the fair market value of a share of Company common stock on the grant date. The option will have a ten-year term and, subject to continued employment with the Company, the shares subject to the option will vest over a three-year period. One-third of the shares subject to the option will vest and become exercisable on the first anniversary of the grant date and the remaining shares subject to the option will vest and become exercisable monthly thereafter in substantially equal installments over the remaining two years.

Restricted stock units with an aggregate grant date value of $83,333 based on the fair market value of the Company's common stock on the grant date. Subject to continued employment with the Company, the restricted stock units will vest over a three-year period. One-third of the restricted stock units will vest on the first anniversary of the grant date and one-third will vest on each of the second and third anniversaries of the grant date.

An award of performance units settled in shares of Company common stock conditioned upon the achievement of the Company's three-year relative total shareholder return during a performance period from January 1, 2013 until December 31, 2015. The target number of performance units subject to the award will have a value equal to $83,333 based on the fair market value of the Company's common stock on the grant date.


In approving the amendments to the Dykstra Employment Agreement and Jacobs Employment Agreement and the respective awards, the Committee reviewed peer group and salary survey data and consulted with its independent compensation consultant. The foregoing description of the awards to Ms. Dykstra and Ms. Jacobs does not purport to be complete and is qualified in its entirety and is subject to the terms of the respective award agreements and the SIP and the respective employment agreement amendments which the Company currently expects to file as exhibits to its Form 10-K for the year ended December 31, 2013.


  Add AOL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AOL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.