Classmates.com 2007 Annual Report Download - page 138

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Appendix A
A Change in Control shall be deemed to have occurred (i) if a Change in Control of United Online, Inc. occurs as described in Paragraph A
below or (ii) if a Change in Control of Classmates Media Corporation occurs as described in Paragraph B below.
A. If CMC IPO Does Not Become Effective or CMC IPO Becomes Effective and United Online Owns 33
1
/
3
% or More:
In the event a CMC IPO does not become effective, or a CMC IPO becomes effective and United Online, Inc. owns 33
1
/
3
% or more of the
total combined voting power of all of Classmates Media Corporation's outstanding securities, "Change in Control" shall mean a change in
ownership or control effected through any of the following transactions:
"Corporation" shall mean United Online, Inc., a Delaware corporation, and any successor corporation to all or substantially all of the assets or
voting stock of United Online, Inc. which shall by appropriate action adopt the Corporation's 2001 Stock Incentive Plan, as amended and
restated.
"Board" shall mean the Corporation's Board of Directors.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
(i) a merger or consolidation approved by the Corporation's stockholders, unless securities possessing 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 substantially in the same proportion, by the persons who beneficially owned the Corporation's outstanding voting securities
immediately prior to such transaction,
(ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets approved by the Corporation's stockholders,
(iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities, or
(iv) 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.
B.
Change in Control of Classmates Media Corporation
"Change in Control" of Classmates Media Corporation shall mean a change in ownership or control of the Corporation effected through any of
the following transactions:
"Corporation" shall mean Classmates Media Corporation, a Delaware corporation, and any successor corporation to all or substantially all of the
assets or voting stock of Classmates Media Corporation which shall by appropriate action adopt the 2007 Incentive Compensation Plan of
Classmates Media Corporation.
"Board" shall mean the Corporation's Board of Directors.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
7