Classmates.com 2007 Annual Report Download - page 135

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Payment will be contingent on your signing (without revocation) the Release. This Separation Payment will be payable monthly on a pro rata
basis over twenty four (24) months after such termination with the first such payment commencing upon the expiration of all applicable review
and revocation periods applicable to the Release as statutorily required by law. Upon termination of your employment by the Company "without
cause," other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above,
the Company will have no further obligation to you except pursuant to this paragraph.
If your employment is terminated by the Company "with cause" as defined below, the Company will have no further obligation to you
under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above. However, and notwithstanding the
termination of your employment by the Company "with cause" or "without cause," or by you for "good reason," 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.
You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the
provision of such benefits to you would result in a "parachute payment" as such term is defined in Section 280(G)(b)(2) of the Internal Revenue
Code of 1986.
c. Definitions. For purposes of this letter, "good reason" means:
(i) a reduction in your base salary without your prior written consent;
(ii)
a material reduction in your position, duties or responsibilities in a manner inconsistent with the terms of this agreement, without
your prior written consent; or
(iii) any material un-waived breach by the Company of the terms of this letter;
(iv)
provided however, that with respect to any of (i)
—
(
iii) above, you shall provide written notice to the Company of the existence of
the good reason condition within ninety (90) days of its initial existence and the Company shall have 30 days to cure such
condition.
For purposes of this letter, "with cause" means your commission of any one or more of the following acts:
(i)
willfully damaging of the property, business, business relationships, reputation or goodwill of the
Company or its parent or any
subsidiary thereof;
(ii) commission of a felony or a misdemeanor involving moral turpitude;
(iii)
theft, dishonesty, fraud or embezzlement;
(iv) willfully violating any rules or regulations of any governmental or regulatory body that is or is reasonably expected to be
injurious to the Company or its parent or any subsidiary thereof;
(v)
the use of alcohol, narcotics or other controlled substances to the extent that it prevents you from efficiently performing services
for the Company or its parent or any subsidiary thereof;
(vi) willfully injuring any other employee of the Company or its parent or any subsidiary thereof;
(vii)
willfully injuring any person in the course of performance of services for the Company or its parent or any subsidiary thereof;
(viii)disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company or its
parent or any subsidiary thereof;
(ix) solicitation of business on behalf of a competitor or a potential competitor of the Company or its parent or any subsidiary thereof;
4