As filed with the Securities and Exchange Commission on August 4, 1998
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
AMERICA ONLINE, INC.
(Exact name of registrant as specified in charter)
Delaware 54-1322110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
--------------------
22000 AOL WAY, DULLES, VIRGINIA 20166-9323
(Address of principal executive offices)
-------------------
RESTRICTED STOCK AGREEMENT BETWEEN AMERICA ONLINE, INC. AND
J. MICHAEL KELLY, CHIEF FINANCIAL OFFICER OF THE COMPANY
(Full Title of the Plan)
Sheila A. Clark, Esq.
Vice President, Deputy General Counsel
and Assistant Secretary
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 448-8700
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
-------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Amount Proposed
Title of Securities to to be Maximum Offering Proposed Amount of
be Registered Price Per Share Maximum Aggregate Offering Price Registration Fee
Registered(1)
Common Stock,
$.01 par value 50,000 (2) $5,600,000 $1,652
</TABLE>
- -----------------
(1) Common Stock being registered hereby includes associated Preferred Share
Purchase Rights, which initially are attached to and traded with the shares
of the Registrant's Common Stock. Value attributable to such rights, if
any, is reflected in the market price of the Common Stock.
(2) The maximum offering price per share has been determined solely for the
purpose of calculating the registration fee pursuant to Rules 457(c) and
(h) under the Securities Act based on the average of the high and low
prices of $112.00 for the Common Stock as quoted on the New York Stock
Exchange within five (5) business days prior to the above date of filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents(s) containing the information specified in Part I will be
sent or given to J. Michael Kelly, the Chief Financial Officer of the Company as
specified by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by America Online, Inc.,
a Delaware corporation (the "Company"), with the Commission, are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 0-19836).
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1997, December 31, 1997 (as amended) and
March 31, 1998, as filed with the Commission pursuant to the Exchange
Act (File No. 0-19836).
(c) The Company's Current Reports on Forms 8-K for events
dated September 7, 1997, November 12, 1997, November 17, 1997, January
31, 1998 (as amended on April 17, 1998), February 13, 1998, June 5,
1998 and June 29, 1998 filed pursuant to Section 13 or 15(d) of the
1934 Act (File No. 0-19836).
(d) The description of the Common Stock contained in the
Company's Registration Statement on Form S-3, Registration Number
333-46633, filed on February 20, 1998 with the Commission pursuant to
the Securities Act of 1933, as amended.
(e) The description of the preferred share purchase rights
contained in the Company's registration statement on Form 8-A filed
with the Commission pursuant to the Exchange Act on May 29, 1998.
(f) In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Item 4. .........Description of Securities.
.........Not applicable.
Item 5. .........Interests of Named Experts and Counsel
.........Not applicable.
Item 6. .........Indemnification of Directors and Officers
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director or officer of the corporation. Such indemnity may be against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if the indemnified party acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
indemnified party did not have reasonable cause to believe his conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation, against any expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation.
Section 145(g) of the Delaware Corporation law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the law.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "Delaware Statute"), Article Ninth of the Registrant's Restated Certificate
of Incorporation (the "Certificate of Incorporation") provides that:
To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, its directors and
officers and any person who is or was serving at the request of the
Corporation as a director or officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation, by action of its board of directors, may provide
indemnification or advance expenses to employees and agents of the
Corporation or other persons only on such terms and conditions and to
the extent determined by the board of directors in its sole and
absolute discretion.
The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Ninth shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability under this Article Ninth.
The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Ninth shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such officer or director.
The indemnification and advancement of expenses that may have been
provided to an employee or agent of the Corporation by action of the
board of directors, pursuant to the last sentence of Paragraph 1 of
this Article Ninth, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an employee or
agent of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person, after the time such
person has ceased to be an employee or agent of the Corporation, only
on such terms and conditions and to the extent determined by the board
of directors in its sole discretion.
In addition, Article Five of the Registrant's Restated By-Laws
(Incorporated by reference herein) provides that:
Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director or an officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorney's fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith; provided, however,
that, except as provided in the section "Right of Indemnitees to Bring
Suit" of this Article with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding (or part thereof) was authorized by
the board of directors of the Corporation.
Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article shall include the right to be
paid by the Corporation the expenses (including attorney's fees)
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an
Indemnitee in his capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such Indemnitee,
including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking,
by or on behalf of such Indemnitee, to repay all amounts so advanced if
it shall ultimately be determined by final judicial decision from which
there is no further right to appeal that such Indemnitee is not
entitled to be indemnified for such expenses under this section or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in this section and the section "Right to
Indemnification" of this Article shall be contract rights and such
rights shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the Indemnitee's heirs, executors and administrators. Any repeal or
modification of any of the provisions of this Article shall not
adversely affect any right or protection of an Indemnitee existing at
the time of such repeal or modification.
Right of Indemnitees to Bring Suit. If a claim under the
sections "Right to Indemnification" and "Right to Advancement of
Expenses" of this Article is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20)
days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Indemnitee shall also be entitled to be paid the
expenses of prosecuting or defending such suit. In (i) any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any
suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of
the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is
proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard
of conduct, shall create a presumption that the Indemnitee has not met
the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to
an advancement of expenses hereunder, or brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the Indemnitee is not entitled
to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of
Incorporation as amended from time to time, these By-Laws, any
agreement, any vote of stockholders or disinterested directors or
otherwise.
Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware
General Corporation Law.
Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article with respect to
the indemnification and advancement of expenses of directors and
officers of the Corporation.
The directors and officers of the Registrant are covered by a policy of
liability insurance.
Item 7. .........Exemption from Registration Claimed
.........Not applicable.
Item 8. .........Exhibits
Exhibit No. Description
4.1 Amendment of Section A of Article 4 of the
Restated Certificate of Incorporation of
America Online, Inc. (filed as Exhibit 4.1
to the Registration Statement on Form S-8
filed on February 20, 1998 and incorporated
herein by reference)
4.2 Section B of Article 4, Article 6 and
Article 8 of the Restated Certificate of
Incorporation of America Online, Inc. (filed
as part of Exhibit 3.1 to the Form 10-K for
the year ended June 30, 1997 and
incorporated herein by reference)
4.3 Rights Agreement dated as of May 12, 1998,
including Exhibit A (Certificate of
Designation setting forth the terms of
Series A Junior Participating Preferred
Stock, $.01 par value), Exhibit B (Form of
Rights Certificate) and Exhibit C (Summary
of Rights to Purchase Series A Junior
Participating Preferred Shares) (Filed as
Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by
reference.)
4.4 Form of Restricted Stock Agreement between
America Online, Inc. and J. Michael Kelly
5 Opinion of Sheila A. Clark, Deputy General
Counsel to the Company (including the
consent of such deputy general counsel),
regarding the legality of securities being
offered
23.1 Consent of Sheila A. Clark, Deputy General
Counsel to the Company (included in her
opinion filed as Exhibit 5 hereto)
23.2 Consents of Ernst & Young LLP
24 Powers of Attorney
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is
on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Loudoun, State of Virginia, on
this 4th day of August, 1998.
AMERICA ONLINE, INC.
By: *
Stephen M. Case
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 4th day of August, 1998, by
the following persons in the capacities indicated.
<TABLE>
<S> <C> <C>
Signature Title
Chairman and Chief Executive Officer
* (Principal Executive Officer)
------------------------------------------
Stephen M. Case
* President, Chief Operating Officer and Director
------------------------------------------
Robert W. Pittman
Senior Vice President, Chief Financial Officer,
Treasurer, Chief Accounting Officer and
Assistant Secretary
* (Principal Financial and Accounting Officer)
------------------------------------------
J. Michael Kelly
* Director
------------------------------------------
Daniel F. Akerson
* Director
------------------------------------------
Frank J. Caufield
* Director
------------------------------------------
Robert J. Frankenberg
* Director
------------------------------------------
Alexander M. Haig, Jr.
* Director
------------------------------------------
William N. Melton
* Director
------------------------------------------
Thomas Middelhoff
*By: /S/LENNERT J. LEADER
Lennert J. Leader
Attorney -In-Fact
</TABLE>
Exhibit Index
Exhibit No. Description
4.4 Form of Restricted Stock Agreement between America Online, Inc.
and J. Michael Kelly
5 Opinion of Sheila A. Clark, Deputy General Counsel to the
Company (including the consent of such deputy general
counsel), regarding the legality of securities being
offered
23.1 Consent of Sheila A. Clark, Deputy General Counsel to the
Company (included in her opinion filed as Exhibit 5
hereto)
23.2 Consents of Ernst & Young LLP
24 Powers of Attorney
RESTRICTED STOCK AGREEMENT
This AGREEMENT is made as of the ____ day of July, 1998 (the "Grant
Date") by and between America Online, Inc., a Delaware corporation having a
principal place of business in Dulles, Virginia ("AOL" or the "Company") and J.
Michael Kelly, of __________________
__________________________________________________________ (the "Officer").
W I T N E S S E T H
WHEREAS, the Company has made an offer of employment to the Officer
that the Officer has accepted pursuant to the terms of an offer letter dated
June 16, 1998 (the "Offer Letter"), and the Company desires to offer and grant
to the Officer shares of Company common stock, par value $.01 per share (the
"Common Stock"), in accordance with the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein and for other good and valuable consideration, the
parties hereby agree as follows:
1. Terms of Purchase. The Officer hereby accepts the offer of the
Company to issue to the Officer, in accordance with the terms of this Agreement,
fifty thousand (50,000) shares of the Company's Common Stock (such shares,
subject to adjustment pursuant to Subsections 2(i) and (j) hereof, the "Shares")
at a purchase price per share of one cent ($.01) (the "Purchase Price"), receipt
of which is hereby acknowledged by the Company.
2. Company's Lapsing Repurchase Right.
(a) Lapsing Repurchase Right. Except as set forth in Subsections 2(b),
2(c) and 2(d), in the event for any reason the Officer ceases to be an employee
of the Company prior to the third anniversary of the Grant Date, the Company or
its designee shall have the option, but not the obligation, to purchase from the
Officer (or his successor in interest), and the Officer (or his successor in
interest) shall be obligated to sell to the Company or its designee, at a price
per Share equal to the Purchase Price, all or any part of the Shares set forth
in clauses (i), (ii) and (iii) below (the "Lapsing Repurchase Right"). The
Company's Lapsing Repurchase Right shall be valid for a period of six (6) months
commencing with the date of such termination. Notwithstanding any other
provision hereof, in the event the Company is prohibited during such six (6)
months from exercising its Lapsing Repurchase Right by Section 160 of the
Delaware General Corporation Law as amended from time to time (or any successor
provision) then the time period such Lapsing Repurchase Right may be exercised
shall be extended until twenty (20) days after the Company is first not so
prohibited.
(i) If such termination of employment is prior to the first
anniversary of the Grant Date, the Company shall have the option to
repurchase all of the Shares acquired by the Officer hereunder.
(ii) If such termination of employment is on or after the
first anniversary of the Grant Date and prior to the second anniversary
of the Grant Date, the Company shall have the option to repurchase
33,333 of the Shares; if such termination of employment is on or after
the second anniversary of the Grant Date and prior to the third
anniversary of the Grant Date, the Company shall have the option to
repurchase 16,666 of the Shares, as provided in this Agreement.
(iii) Notwithstanding anything to the contrary contained in
this Agreement, except as otherwise provided in Subsection 2(b) below,
in the event the Company terminates the Officer's employment for Cause
(as defined below) or in the event the Administrator determines,
subsequent to the Officer's termination of service but during the
ninety (90) days after the termination of service (or if the Officer
shall die during such period, during the one year period following such
termination of service) that either prior or subsequent to the
Officer's termination the Officer engaged in conduct that would
constitute Cause, the Company shall have the option to repurchase all
of the Shares acquired by the Officer hereunder.
(b) Effect of Termination for Disability or upon Death. Notwithstanding
the provisions of clauses (i), (ii) and (iii) immediately above, if such
termination of employment is as a result of the Officer's Disability or death,
then the Company's Lapsing Repurchase Right shall terminate, and the Officer's
(or the Officer's Survivors') ownership of all Shares then owned by him shall
become vested.
(c) Effect of Termination without Cause or for Good Reason. The
Company's Lapsing Repurchase Right shall terminate, and the Officer's ownership
of all Shares then owned by him shall become vested, if the Company terminates
the Officer's employment other than for Cause or if the Officer terminates his
employment with the Company for Good Reason.
(d) Effect of Change in Control. The Company's Lapsing Repurchase Right
shall terminate, and the Officer's ownership of all Shares then owned by him
shall become vested, in the event of a Change in Control upon the first to occur
of (x) the date the Lapsing Repurchase Right otherwise expires under the terms
of this Agreement, (y) the first anniversary of the date such Corporate Change
in Control is determined to have occurred, and (z) the occurrence of an
Involuntary Employment Action.
(e) Closing. In the event that the Company exercises the Lapsing
Repurchase Right, the Company shall notify the Officer, or, in the case of his
death, his representative, in writing of its intent to repurchase the Shares.
Such notice may be mailed by the Company up to and including the last day of the
time period provided for above for exercise of the Lapsing Repurchase Right. The
notice shall specify the place, time and date for payment of the repurchase
price (the "Closing"). The date specified shall be not less than ten (10) days
nor more than sixty (60) days from the date of mailing of the notice, and the
Officer or his successor in interest with respect to the Shares which the
Company elects to repurchase shall have no further rights as the owner thereof
from and after the date specified in the notice. At the Closing, the repurchase
price shall be delivered to the Officer or his successor in interest and the
Shares being purchased, duly endorsed for transfer, shall, to the extent that
they are not in the possession of the Company, be delivered to the Company by
the Officer or his successor in interest.
(f) Escrow. The certificates representing all Shares acquired by the
Officer hereunder which from time to time are subject to the Lapsing Repurchase
Right shall be delivered to the Company and the Company shall hold such Shares
in escrow as provided in this Subsection 2(f). Promptly following a request from
the Officer, the Company shall release from escrow and deliver to the Officer a
certificate for the number of Shares, if any, as to which the Lapsing Repurchase
Right has lapsed. In the event of a repurchase by the Company of Shares subject
to the Lapsing Repurchase Right, the Company shall release from escrow and
cancel a certificate for the number of Shares so repurchased. Any securities
distributed in respect of the Shares held in escrow, including, without
limitation, shares issued as a result of stock splits, stock dividends or other
recapitalizations, shall also be held in escrow in the same manner as the
Shares.
(g) Prohibition on Transfer. The Officer recognizes and agrees that all
Shares which are subject to the Lapsing Repurchase Right may not be sold,
transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed
of, whether voluntarily or by operation of law (other than to the Company or its
designee). The Company shall not be required to transfer any Shares on its books
which shall have been sold, assigned or otherwise transferred in violation of
this Subsection 2(g), or to treat as the owner of such Shares, or to accord the
right to vote as such owner or to pay dividends to, any person or organization
to which any such Shares shall have been so sold, assigned or otherwise
transferred, in violation of this Subsection 2(g).
(h) In the event that the Officer or his successor in interest fails to
deliver the Shares to be repurchased by the Company under this Agreement, the
Company may elect (i) to establish a segregated account in the amount of the
repurchase price, such account to be turned over to the Officer or his successor
in interest upon delivery of such Shares, and (ii) immediately to take such
action as is appropriate to transfer record title of such Shares from the
Officer to the Company and to treat the Officer and such Shares in all respects
as if delivery of such Shares had been made as required by this Agreement. The
Officer hereby irrevocably grants the Company a power of attorney which shall be
coupled with an interest for the purpose of effectuating the preceding sentence.
The Officer agrees as a condition to the performance by the Company of this
Agreement to execute and deliver the Stock Power attached hereto as Exhibit A.
(i) If the Company shall pay a stock dividend or declare a stock split
on or with respect to any of its Common Stock, or otherwise distribute
securities of the Company to the holders of its Common Stock, the number of
shares of stock or other securities of the Company issued with respect to the
Shares then subject to the restrictions contained in this Agreement shall be
added to the Shares subject to the Company's rights of repurchase pursuant to
this Agreement. If the Company shall distribute to its stockholders securities
of another corporation, the securities of such other corporation, distributed
with respect to the Shares then subject to the restrictions contained in this
Agreement, shall be added to the Shares subject to the Company's rights to
repurchase pursuant to this Agreement.
(j) If the outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or combined into a smaller number of
shares, or in the event of a reclassification of the outstanding shares of the
Company's Common Stock, or if the Company shall be a party to a merger,
consolidation or capital reorganization, there shall be substituted for the
Shares then subject to the restrictions contained in this Agreement such amount
and kind of securities as are issued in such subdivision, combination,
reclassification, merger, consolidation or capital reorganization in respect of
the Shares subject immediately prior thereto to the Company's rights of
repurchase pursuant to this Agreement.
3. Legend. All certificates representing the Shares to be issued to the
Officer pursuant to this Agreement shall have endorsed thereon a legend
substantially as follows:
"The shares represented by this certificate are subject to
restrictions set forth in a Restricted Stock Agreement dated
July ____, 1998 with America Online, Inc., a copy of which
Agreement is available for inspection at the offices of the
Company or will be made available upon request."
4. Defined Terms. Capitalized terms not otherwise defined herein shall
have the following meanings:
"Board of Directors" means the Board of Directors of the
Company.
"Cause" shall mean (a) the Officer's conviction of a felony
involving moral turpitude, (b) his willful and continued failure
substantially to perform his required duties under the Offer Letter
after notice and opportunity to cure, (c) his intentional or repeated
violation of the Confidentiality / Non-Competition / Proprietary Rights
Agreement, or (d) his intentional or improper conduct substantially
prejudicial to the business of the Company or any of its affiliates.
"Change in Control" means a Corporate Change in Control or a
Transactional Change in Control.
"Code" means the United States Internal Revenue Code of 1986,
as amended.
"Corporate Change in Control" means the happening of any of
the following events:
(1) the acquisition by any individual, entity or group (an
"Entity"), including any "person" within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 30% or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition
by virtue of the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or
exchanged was itself acquired directly from the Company), (B) any
acquisition by the Company, or (C) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the
Company or by any corporation controlled by the Company; or
(2) a change in the composition of the Board since the Grant Date,
such that the individuals who, as of such date, constituted the
Board of Directors (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
Grant 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-11 of
Regulation 14A promulgated under the Exchange 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.
"Disability" or "Disabled" means permanent and total
disability as defined in Section 22(e)(3) of the Code.
A termination by the Officer for "Good Reason" shall mean a
termination by the Officer, upon 60 days' notice following the
Officer's transfer to an office outside the Company's headquarters, or
a change by the Company in the Officer's reporting relationship or his
authority which causes the Officer's position with the Company to
become of materially less responsibility than the Officer's position
immediately following the Grant Date, provided that such material
change is not in connection with a termination of the Officer's
employment by the Company, and provided further, that the Company shall
not have taken action within 30 days of such notice of termination such
that the circumstances constituting a Good Reason shall have ceased.
"Involuntary Employment Action" shall mean any change in the
terms and conditions of the Officer's employment with the Company or
any successor, without Cause, to such extent that:
(1) the Officer shall fail to be vested with power,
authority and resources analogous to the Officer's title
and/or office prior to the Change in Control, or
(2) the Officer shall lose any significant duties or
responsibilities attending such office, or
(3) there shall occur a reduction in the Officer's
base compensation, or
(4) the Officer's employment with the Company, or its
successor, is terminated without Cause.
"Survivors" means a deceased Officer's legal representatives
and/or any person or persons who acquired the Officer's rights to a
Stock Grant by will or by the laws of descent and distribution.
"Transactional Change in Control" shall mean any of the
following transactions to which the Company is a party:
(1) a reorganization, recapitalization, merger or consolidation (a
"Corporate Transaction") of the Company, unless securities
representing 60% or more of either the outstanding shares of
common stock or 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 Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Corporate Transaction, in substantially the same proportions as
their ownership immediately prior to such Corporate Transaction;
or
(2) the sale, transfer or other disposition of all or
substantially all of the assets of the Company.
5. Tax Liability of the Officer and Payment of Taxes. The Officer
acknowledges and agrees that any income or other taxes due from him with respect
to the Shares issued pursuant to this Agreement, including, without limitation,
the lapsing of the Company's right of repurchase, shall be the Officer's
responsibility. Without limiting the foregoing, the Officer agrees that, to the
extent that the lapsing of restrictions on disposition of any of the Shares or
the declaration of dividends on any such shares before the lapse of such
restrictions on disposition results in the Officer's being deemed to be in
receipt of earned income under the provisions of the Code, the Company shall be
entitled to immediate payment from the Officer of the amount of any tax required
to be withheld by the Company.
[The Officer has agreed not to file an election with respect to the
Shares under Section 83 of the Code and has obtained the advice of his tax
advisors with respect to the tax consequences of the purchase of the Shares and
the provisions of this Agreement.]
6. Securities Law Compliance. The Officer represents that any sales of
Shares at a time when the Officer may be deemed an "affiliate" of the Company
for purposes of the Securities Act of 1933, as amended (the "Act"), shall be
made in accordance with the requirements of Rule 144 under the Act (or any
successor rule) applicable to sales by an "affiliate" of shares registered under
the Act or in a transaction otherwise exempt from the registration requirements
of the Act and as to which the Company shall have received an opinion of counsel
satisfactory to it confirming such exemption.
7. Equitable Relief and Consent to Jurisdiction. The Officer
specifically acknowledges and agrees that in the event of a breach or threatened
breach of the provisions of this Agreement, including the attempted transfer of
the Shares by the Officer, monetary damages may not be adequate to compensate
the Company, and, therefore, in the event of such a breach or threatened breach,
in addition to any right to damages, the Company shall be entitled to equitable
relief in any court having competent jurisdiction. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for any such breach or threatened breach.
The Officer specifically consents to the jurisdiction of the courts of
the Commonwealth of Virginia in any action, whether at law or in equity, brought
by the Company to protect any of its rights hereunder.
8. No Obligation to Employ. The Company is not by this Agreement
obligated to continue the Officer as an employee of the Company or of any
Affiliate of the Company.
9. Notices. Any notices required or permitted by the terms of this
Agreement shall be given by recognized courier service, registered or certified
mail, return receipt requested, postage prepaid, or facsimile, addressed as
follows:
If to the Company:
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Attention: General Counsel
If to the Officer:
to the Officer's last address as set forth in the records of
the Company,
or to such other address(es) of which notice in the same manner has previously
been given. Any such notice shall be deemed to have been given on the earliest
of receipt, one (1) business day following delivery by the sender to a
recognized courier service, or three (3) business days following mailing by
registered or certified mail.
10. Binding Effect. This Agreement shall be for the benefit of and
shall be binding upon the parties hereto, upon their respective successors and
assigns and upon the Officer's heirs, executors and administrators.
11. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without giving effect to the
conflict of law principles thereof.
12. Severability. If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such
provision valid and enforceable, and to the extent that this is impossible, then
such provision shall be deemed to be excised from this Agreement, and the
validity, legality and enforceability of the rest of this Agreement shall not be
affected thereby.
13. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict the express terms and provisions of
this Agreement.
14. Modifications and Amendments; Waivers and Consents. The terms and
provisions of this Agreement may not be modified, amended, renewed, or
terminated, nor may any term, condition or breach of any term or condition be
waived, except by a writing signed by the person or persons sought to be bound
by such modification, amendment, renewal, termination or waiver. Any waiver of
any term, condition or breach hereof shall not be a waiver of any other term or
condition or of the same term or condition for the future, or of any subsequent
breach.
15. Consent of Spouse. If the Officer is married as of the date of this
Agreement, the Officer's spouse shall execute a Consent of Spouse in the form of
Exhibit B hereto, effective as of the date hereof. Such consent shall not be
deemed to confer or convey to the spouse any rights in the Shares that do not
otherwise exist by operation of law or the agreement of the parties. If the
Officer marries or remarries subsequent to the date hereof, the Officer shall,
not later than sixty (60) days thereafter, obtain his new spouse's
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by such spouse's executing and
delivering a Consent of Spouse in the form of Exhibit B.
16. Counterparts. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
AMERICA ONLINE, INC.
By:
Printed Name:
Title:
OFFICER:
J. Michael Kelly
EXHIBIT A
STOCK POWER
For value received, I hereby sell, assign, and transfer to America
Online, Inc. ______________ shares of Common Stock of America Online, Inc.,
standing in the undersigned's name on the books and records of the aforesaid
Company, represented by Certificate No(s). ___________________________, and do
hereby irrevocably constitute and appoint the Corporate Secretary of America
Online, Inc. attorney, with full power of substitution, to transfer this stock
on the books and records of the aforesaid Company.
-----------------------------
J. Michael Kelly
Dated As Of:
July ___, 1998
In the presence of:
Printed Name:
EXHIBIT B
CONSENT OF SPOUSE
I, , spouse of , acknowledge that I have read the RESTRICTED STOCK
AGREEMENT dated as of July ____, 1998 (the "Agreement") to which this Consent is
attached as Exhibit B and that I know its contents. Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the
Agreement. I am aware that by its provisions the Shares granted to my spouse
pursuant to the Agreement are subject to a Lapsing Repurchase Right in favor of
America Online, Inc. (the "Company") and that, accordingly, the Company has the
right to repurchase up to all of the Shares of which I may become possessed as a
result of a gift from my spouse or a court decree and/or any property settlement
in any domestic litigation.
I hereby agree that my interest, if any, in the Shares subject to the
Agreement shall be irrevocably bound by the Agreement and further understand and
agree that any community property interest I may have in the Shares shall be
similarly bound by the Agreement.
I agree to the Lapsing Repurchase Right described in the Agreement and
I hereby consent to the repurchase of the Shares by the Company and the sale of
the Shares by my spouse or his legal representative in accordance with the
provisions of the Agreement. Further, as part of the consideration for the
Agreement, I agree that at my death, if I have not disposed of any interest of
mine in the Shares by an outright bequest of the Shares to my spouse, then the
Company shall have the same rights against my legal representative to exercise
its rights of repurchase with respect to any interest of mine in the Shares as
it would have had pursuant to the Agreement if I had acquired the Shares
pursuant to a court decree in domestic litigation.
I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN
THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH
GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I
WILL WAIVE SUCH RIGHT.
Dated as of the day of , 1998.
Printed name:
August 4, 1998
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by America
Online, Inc. (the "Company") with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended. You have requested my opinion concerning the
status under Delaware law of the 50,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share ("Common Stock"), and certain Preferred
Stock Purchase Rights (the "Rights") which are being registered under the
Registration Statement for issuance by the Company pursuant to the terms of the
Form of Restricted Stock Agreement between America Online, Inc. and J. Michael
Kelly (the "Agreement").
I am Deputy General Counsel to the Company and have acted as counsel in
connection with the Registration Statement. In that connection, I, or a member
of my staff upon whom I have relied, have examined and am familiar with
originals or copies, certified or otherwise, identified to our satisfaction, of:
1. Restated Certificate of Incorporation of the Company, as
amended, and as presently in effect;
2. Restated By-Laws of the Company as presently in effect;
3. Certain resolutions adopted by the Company's Board of Directors;
4. Rights Agreement of the Company adopted on May 12, 1998 (the
"Rights Agreement"); and
5. The Agreement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. We have also assumed that: (i) all
of the Shares will be issued for the consideration permitted under the Agreement
as currently in effect, and none of such Shares will be issued for less than
$.01; (ii) all actions required to be taken under the Agreement by the Stock and
Option Subcommittee of the Compensation and Management Development Committee and
the Board of Directors of the Company have been or will be taken by the Stock
and Option Subcommittee of the Compensation and Management Development Committee
and the Board of Directors of the Company, respectively; and (iii) at the time
of the award of the shares under the Agreement, the Company shall continue to
have sufficient authorized and unissued shares of Common Stock reserved for
issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that:
1. The shares of Common Stock and the related Preferred Stock Purchase
Rights which may be issued upon the exercise of the Rights have been
duly authorized for issuance.
2. If and when any Common Stock and the related Preferred Stock
Purchase Rights are issued in accordance with the authorization
therefor (as adjusted) established with respect to the applicable
Rights in accordance with the requirements of the Agreement and
assuming the continued updating and effectiveness of the Registration
Statement and the completion of any necessary action to permit such
issuance to be carried out in accordance with applicable securities
laws, such shares of Common Stock will be validly issued, fully-paid
and nonassessable, and the accompanying Preferred Stock Purchase
Rights, if the Company's Preferred Stock Purchase Rights have not
expired or been redeemed in accordance with the terms of the Rights
Agreement, will be validly issued.
You acknowledge that I am admitted to practice only in Massachusetts,
Texas and the District of Columbia and am not an expert in the laws of any other
jurisdiction. No one other than the addressees and their assigns are permitted
to rely on or distribute this opinion without the prior written consent of the
undersigned.
This opinion is limited to the General Corporation Law of the State of
Delaware and federal law, although the Company acknowledges that I am not
admitted to practice in the State of Delaware and am not an expert in the laws
of that jurisdiction. We express no opinion with respect to the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto.
Very truly yours,
/S/SHEILA A. CLARK
Sheila A. Clark, Esq.
Vice President, Deputy General Counsel
and Assistant Secretary
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Restricted Stock Agreement Between America
Online, Inc. and J. Michael Kelly, Chief Financial Officer of the Company of our
report dated September 10, 1997, with respect to the consolidated financial
statements of America Online, Inc. included in its Annual Report (Form 10-K) for
the year ended June 30, 1997, filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Vienna, Virginia
August 3, 1998
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Restricted Stock Agreement Between America
Online, Inc. and J. Michael Kelly, Chief Financial Officer of the Company of our
report dated March 26, 1998, with respect to the financial statements of
Interactive Services Division of CompuServe Corporation for the year ended April
30, 1997, included in its Current Report on Form 8-K/A dated April 17, 1998,
filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Columbus, Ohio
August 3, 1998
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Stephen M. Case, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/Stephen M. Case
Signature
Stephen M. Case
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Daniel F. Akerson, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/ Daniel F. Akerson
Signature
Daniel F. Akerson
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Frank J. Caufield, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/ Frank J. Caufield
Signature
Frank J. Caufield
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Robert J. Frankenberg, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of July, 1998.
/s/Robert J. Frankenberg
Signature
Robert J. Frankenberg
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Alexander M. Haig, Jr., whose signature appears below, constitute
and appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 17th day of July, 1998.
/s/Alexander M. Haig, Jr.
Signature
Alexander M. Haig, Jr.
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, William N. Melton, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/William N. Melton
Signature
William N. Melton
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Thomas Middelhoff, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/Thomas Middelhoff
Signature
Thomas Middelhoff
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, Robert W. Pittman, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of July, 1998.
/s/Robert W. Pittman
Signature
Robert W. Pittman
Print Name
POWER OF ATTORNEY
FOR
AMERICA ONLINE, INC.
RESTRICTED STOCK AGREEMENT WITH J. MICHAEL KELLY AS CHIEF FINANCIAL OFFICER
I, J. Michael Kelly, whose signature appears below, constitute and
appoint Stephen M. Case, Robert W. Pittman, Lennert J. Leader, George
Vradenburg, III, and Sheila A. Clark, and each of them, my true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him/her and in his/her name, place and stead, and in any
and all capacities, to sign the Registration Statement on Form S-8 for the
registration of shares of common stock, $.01 par value (the "Common Stock"), of
America Online, Inc. reserved for issuance which will be or may be awarded to J.
Michael Kelly as Chief Financial Officer under a Restricted Stock Agreement, and
any required amendments or supplements thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the premises,
as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his/her substitutes may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of July, 1998.
/s/J. Michael Kelly
Signature
J. Michael Kelly
Print Name
