Classmates.com 2007 Annual Report Download - page 133

2008 or (ii) immediately prior to the date of a Change in Control (as defined in Appendix A attached hereto), you will be awarded restricted
stock units covering that number of shares of common stock of United Online equal to $5,500,000 divided by (i), if a Change in Control of
United Online occurs prior to or on December 31, 2007, the average of the closing selling prices of a share of United Online common stock
during the 10 trading day period ending immediately prior to the announcement of such Change in Control or (ii), if either (x) a Change in
Control of United Online occurs after December 31, 2007 but prior to April 30, 2008 or (y) no Change in Control of United Online occurs prior
to April 30, 2008, the average of the closing selling prices of a share of United Online common stock during the month of December 2007, such
closing selling prices as reported by the National Association of Securities Dealers on the Nasdaq Stock Market (the "UOL Restricted Stock
Units"). The CMC Restricted Stock Units and the UOL Restricted Stock Units (collectively, referred to as the "Restricted Stock Units") will vest
according to the following schedule subject to your continued employment with the Company: twenty percent (20%) of the Restricted Stock
Units will vest on August 15, 2008, August 15, 2009 and August 15, 2010, respectively, and the remaining forty percent (40%) of the Restricted
Stock Units will vest on August 15, 2011. Except as otherwise set forth herein, in all other respects, the Restricted Stock Units will be subject to
the terms and conditions set forth in the applicable stock plan and the restricted stock unit agreement.
In the event that the CMC IPO does not become effective prior to April 30, 2008 and a Change in Control of Classmates Media Corporation
(as defined in Paragraph B of Appendix A attached hereto) occurs prior to April 30, 2008, subject to the appropriate action taken by the board of
directors of United Online, immediately prior to or in connection with the closing of such Change in Control, you will be awarded $5,500,000 in
the form of the consideration received by United Online in connection with such Change of Control with the value of securities or other property
to be received determined as of the date of the closing of such transaction, provided that, if agreed to by United Online, the acquiring entity may
substitute $5,500,000 in cash or securities, or a combination thereof, of the acquiring entity valued at $5,500,000 as of the date of closing of such
transaction. The consideration received in such transaction, whether cash, securities or otherwise, will be subject to the same vesting schedule
and treatment upon terminations of employment as applicable to the Restricted Stock Units, which are set forth in this Section 4.
Upon the termination of your employment by the Company "without cause" or by you for "good reason" (each such term as defined below)
prior to the fourth anniversary of the Effective Date and in connection with or within twenty four (24) months after a Change in Control (as
defined in Appendix A attached hereto), and subject to your execution (without revocation) of a general waiver and release of all claims against
the Company, its affiliates and successors, in a form satisfactory to the Company (a "Release"), the vesting of your outstanding Restricted Stock
Units will be fully accelerated upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily
required by law, and in no event later than the later of (i) the 15
th
day of the third month following the end of your taxable year in which such
termination of employment occurs or (ii) the 15
th
day of the third month following the end of the Company's taxable year in which such
termination of employment occurs.
Upon the termination of your employment by the Company "without cause" or by you for "good reason" (each such term as defined below)
prior to the fourth anniversary of the Effective Date, and prior to and not in connection with, or more than twenty four (24) months after a
Change in Control (as defined in Appendix A attached hereto), and subject to your execution (without revocation) of a Release, the vesting of
your outstanding Restricted Stock Units will be accelerated by the additional number of shares in which you would have been vested at the time
of such termination if you had completed an additional twelve (12) months of service, calculated as if such units vest on a monthly basis. Such
acceleration will occur upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by
law, and in no event later than the later of (i) the
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