Classmates.com 2007 Annual Report Download - page 134

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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 as a result of death or Disability (as defined below), 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); provided however, that in no
event will the number of shares which vest on such an accelerated basis exceed the number of shares unvested immediately prior to the date of
such termination. For purposes of this letter, "Disability" means your inability to engage in any substantial gainful activity necessary to perform
your duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which
has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.
5. Policies; Procedures; Proprietary Information and Inventions Agreement. As an employee of the Company, you will be expected to
abide by all of the policies and procedures applicable to similarly situated executives of the Company, including, without limitation the terms of:
the Proprietary Information and Inventions Agreement between you and United Online (or any successor thereto or affiliate thereof), a copy of
which is attached hereto as Appendix B and is incorporated herein by reference; the Insider Trading Policy; the Code of Ethics; and the
Employee Handbook, and you agree to execute the foregoing upon commencement of your employment.
6. At Will Employment. Notwithstanding anything to the contrary contained herein, your employment with the Company will be "at will"
and will not be for any specified term, meaning that either you or the Company will be entitled to terminate your employment at any time and for
any reason, with or without cause. Any contrary representations that may have been made to you are superseded by the terms set forth in this
paragraph. This is the full and complete agreement between you and the Company on this subject. Although your job duties, title, compensation
and benefits, as well as the personnel policies and procedures applicable to you, may change from time to time, the "at will" nature of your
employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company and approved
by the Board of Directors.
7. Termination of Employment
a. Termination by You. If you terminate your employment with the Company for any reason other than for "good reason" as defined
below, all obligations of the Company as set forth in this letter will cease, other than the obligation to pay you any accrued base salary for
services rendered through the date of termination, to pay you for any accrued but unused vacation days as of the date of termination, and to fulfill
its obligations in accordance with the terms of the applicable stock plan or restricted stock unit agreement. If you terminate your employment
with the Company for "good reason," as defined below, in addition to the foregoing, the Company will pay you the Separation Payment (as
defined below) subject to the conditions set forth in Section 7(b) below. However, and notwithstanding the termination of your employment by
you, you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and the restrictive
covenants set forth in Section 9 below.
b. Termination by the Company. If your employment is terminated by the Company "without cause" as defined below, and subject
to your execution (without revocation) of a Release (as defined in Paragraph 4), the Company will pay you a separation payment (the
"Separation Payment") equal to the sum of (i) twenty four (24) months of your then current annual base salary, (ii) your Annual Bonus and
(iii) your Annual Bonus, prorated through your termination date. For purposes of Section 7(b)(ii) and Section 7(b)(iii) above, "Annual Bonus"
shall mean the lesser of 100% of your then current annual base salary or the Annual Bonus paid to you for the preceding fiscal year. Payment of
this Separation
3