Classmates.com 2003 Annual Report Download - page 73

4.
Termination
.
4.1 Termination for Cause .
(a) Termination "for cause" is defined as follows: (1) if Employee is convicted of a felony, including any act of moral
turpitude, which adversely impacts the Company, or (2) if Employee fails, after receipt of detailed written notice and after
receiving a period of at least thirty (30) days following such notice to cure such failure, to use his reasonable good faith efforts
to follow the direction of the Company's Board of Directors and to perform his obligations hereunder.
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(b) The Company may terminate this Agreement immediately for any of the reasons stated in Section 4.1(a) by giving
written notice to Employee without prejudice to any other remedy to which the Company may be entitled. The notice of
termination shall specify the grounds for termination. If Employee's employment hereunder is terminated "for cause" pursuant to
this Section 4.1, Employee shall be entitled to receive hereunder his accrued but unpaid Base Salary and vacation pay through
the date of termination, and reimbursement for any expenses as set forth in Section 3.6, through the date of termination, but shall
not be entitled to receive any unpaid portion of the Annual Bonus or any other amount.
4.2 Termination Without Cause . If Employee's employment is terminated without "cause" as defined in Section 4.1(a) or he is
Involuntarily Terminated, he will be eligible for the severance benefits set forth in Section 4.3.
4.3 Severance Payments and Other Benefits Upon Termination Without Cause or Involuntary Termination. If the Company
terminates Employee's employment hereunder without cause, or if Employee is Involuntarily Terminated, the Company (or its
successor, as the case may be) shall pay to Employee (i) any accrued but unpaid Base Salary and vacation through the date of
termination, (ii) reimbursement for any expenses as set forth in Section 3.6, through the date of termination, (iii) Employee's
Annual Bonus, prorated through the date of termination, and (iv) a severance payment in an amount equal to three times
Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may
be required by law. For the purposes of Section 4.3(iii) and Section 4.3(iv) above, Annual Bonus shall mean the greater of 100%
of Employee's then current Base Salary or the Annual Bonus paid to Employee for the preceding fiscal year in the event of
Involuntary Termination, or 100% of Employee's then current Base Salary in the event of termination without cause. In addition,
if Employee's employment is terminated without cause or due to death or permanent disability, vesting of all options to purchase
shares of the Company's Common Stock ("Option Shares") will be accelerated in full and the Repurchase Option will lapse with
respect to all Restricted Shares. If Employee is Involuntarily Terminated, vesting of all Option Shares will be accelerated in full
and all such options shall remain in effect for a one (1) year period following the date of termination, and the Repurchase Option
will lapse with respect to all Restricted Shares.
As used in this Section 4.3, Employee shall be deemed terminated without cause if Employee resigns following a breach by the
Company of its obligations hereunder; provided, however, in the event of an unintentional breach by the Company, Employee
shall provide the Company with written notice of such breach and the Company shall have fifteen days following such notice to
cure such breach. As used in this Section 4.3, Employee shall be deemed "Involuntarily Terminated" if (i) the Company or any
successor to the Company terminates Employee's employment without cause in connection with or following a Corporate
Transaction; or (ii) in connection with or following a Corporate Transaction there is (a) a decrease in Employee's title or
responsibilities (it being deemed to be a decrease in title and/or responsibilities if Employee is not offered and provided the
position of Chairman and Chief Executive Officer of the Company or its successor as well as the acquiring and ultimate parent
entity, if any, following a Corporate Transaction), (b) a decrease in pay and/or benefits from those provided by the Company
immediately prior to the Corporate Transaction or (c) a requirement that Employee re-locate out of the greater Los Angeles
metropolitan area. "Corporate Transaction" shall mean: (a) a change in ownership or control of the Company effected through
the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within
the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%)
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of the total combined voting power of the Company's outstanding securities; (b) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board
approved such election or nomination; (c) a merger, consolidation or reorganization approved by the Company's stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same