X0306 4 2015-02-13 0001468516 AOL Inc. AOL 0001198848 DYKSTRA KAREN E 770 BROADWAY NEW YORK NY 10003 1 EVP, CFAO Common Stock, Par Value $0.01 2015-02-13 4 A 0 7978 0 A 72252 D Common Stock, Par Value $0.01 2015-02-13 4 F 0 2338 41.78 D 69914 D Common Stock, Par Value $0.01 2015-02-13 4 F 0 1608 41.78 D 68306 D Common Stock, Par Value $0.01 2015-02-13 4 M 0 32974 A 101280 D Common Stock, Par Value $0.01 2015-02-13 4 F 0 13565 41.78 D 87715 D Performance Rights 2015-02-13 4 A 0 16487 0 A Common Stock, Par Value $0.01 16487 32974 D Performance Rights 2015-02-13 4 M 0 32974 D Common Stock, Par Value $0.01 32974 0 D Stock Option (Right to Buy) 41.78 2015-02-13 4 A 0 23894 0 A 2025-02-12 Common Stock, Par Value $0.01 23894 23894 D Performance Rights 2015-02-13 4 A 0 7978 0 A Common Stock, Par Value $0.01 7978 7978 D Represents restricted stock units granted pursuant to the AOL Inc. 2010 Stock Incentive Plan, as amended and restated (the "Plan"). This award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on February 13, 2016, and the remaining two thirds will vest in two equal installments on February 13, 2017 and February 13, 2018. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On February 13, 2015, 4,533 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 2,195 shares of AOL Inc. (the "Company") stock and 2,338 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units. Reflects the closing price of the shares on February 13, 2015. On February 13, 2015, 3,118 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 1,510 shares of the Company stock and 1,608 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units. On February 13, 2015, 32,974 performance rights (Total Shareholder Return PSUs) granted pursuant to the the Plan vested. The performance rights previously reported on October 3, 2012 represented the shares to be earned at target (100%) performance. Actual performance rights earned could range from 0 to 200% of the number of performance rights granted. Based on performance, 200% of the performance rights have been earned. Therefore an additional 16,487 shares have been earned and all 32,974 shares vested. On February 13, 2015, 32,974 performance rights granted to the Reporting Person vested. In this regard, the Reporting Person received 19,409 shares of the Company stock and 13,565 shares were withheld automatically in accordance with the Reporting Person's Performance Share Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the performance rights. Represents stock options granted pursuant to the Plan. The shares subject to the stock option vest and become exercisable over a three-year period. Subject to the Reporting Person's continuous employment on each vesting date, one third of the shares subject to the option will vest and become exercisable on February 13, 2016 and the remaining shares subject to the stock option will vest and become exercisable on a pro rata monthly basis for the 24 month period thereafter. Represents performance rights granted pursuant to the Plan. Each performance right represents a contingent right to receive one share of the Company common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2015 and ending December 31, 2017 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award. Marie Amerasinghe as authorized signatory for Karen E. Dykstra 2015-02-18