Classmates.com 2007 Annual Report Download - page 136

(x)
harassment of any other employee of the Company or its parent or any subsidiary thereof or the commission of any act which
otherwise creates an offensive work environment for other employees of the Company or its parent or any subsidiary thereof;
(xi) failure for any reason within five (5) days after receipt by you of written notice thereof from the Company, to correct, cease or
otherwise alter any insubordination, failure to comply with instructions, inattention to or neglect of the duties to be performed by
you or other act or omission to act that in the opinion of the Company does or may adversely affect the business or operations of
the Company or its parent or any subsidiary thereof;
(xii)
breach of any material term of this letter; or
(xiii)any other act or omission that is determined to constitute "cause" in the good faith discretion of the Board of Directors.
For purposes of this letter, "without cause" means any reason not within the scope of the definition of the term "with cause."
d. Code Section 409A Deferral Period. Notwithstanding any provision to the contrary in this letter, no payment or distribution under
this letter which constitutes an item of deferred compensation under Section 409A of the Internal Revenue Code (the "Code") and becomes
payable by reason of your termination of employment with the Company will be made to you prior to the earlier of (i) the expiration of the six
(6)-month period measured from the date of your "separation from service" (as such term is defined in Treasury Regulations issued under Code
Section 409A) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a "key employee" within the
meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and
benefits deferred pursuant to this Section 7(d) (whether they would have otherwise been payable in a single sum or in installments in the absence
of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this letter will be paid in accordance
with the normal payment dates specified for them herein.
8. Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and
payroll taxes.
9. Restrictive Covenants.
Until twelve (12) months after termination of your employment with the Company for any reason, so long as you
are receiving the Separation Payment, you will not, at any place in any county, city or other political subdivision of the United States in which
the Company (or its parent or any subsidiary thereof) is engaged in business or providing its services:
a. directly or indirectly design, develop, manufacture, market or sell any product or service which is in competition with the products or
services of the Company (or its parent or any subsidiary thereof); or
b. directly or indirectly own any interest in, control, be employed by or associated with or render advisory, consulting or other services
(including but not limited to services in research) to any person or entity, or subsidiary, subdivision, division or joint venture of such entity in
connection with the design, development, manufacture, marketing or sale of a product or service which is in competition with the products or
services of the Company (or its parent or any subsidiary thereof); provided, however, that nothing in this letter will prohibit you from owning
less than one percent (1%) of the equity interests of any publicly held entity.
10. Entire Agreement.
This letter (including any appendices thereto), together with the Proprietary Information and Inventions Agreement,
any handbooks and policies applicable to similarly situated executives of the Company in effect from time to time and the applicable stock
option plan and
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