Classmates.com 2008 Annual Report Download - page 154

Shares which vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the
provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. The
Participant may also direct the Corporation to re-issue the stock certificates for any Shares which in fact vest and become issuable under the
Award during his or her lifetime to one or more designated family members or a trust established for the Participant and/or his or her family
members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the
Plan Administrator or its designee.
3.
Cessation of Service . Except as otherwise provided in Paragraph 5 below, should the Participant cease Service for
any reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those
unvested Shares, and the number of Restricted Stock Units will be reduced accordingly. The Participant shall thereupon cease to have any right
or entitlement to receive any Shares under those cancelled units.
4.
Stockholder Rights and Dividend Equivalents
(a)
The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with
respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares upon their actual issuance following
the Corporation’s collection of the applicable Withholding Taxes.
(b)
Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary
and whether payable in cash, shares of Common Stock or other property, be declared and paid on the outstanding Common Stock while one or
more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend
or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution:
(i)
If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant
shall be entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with respect to
the Shares at the time subject to this Award had those Shares actually been issued and outstanding and entitled to that cash dividend. Each cash
dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business day following the payment of the actual cash
dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and
employment withholding taxes.
(ii)
For any other dividend or distribution, a special book account shall be established for the
Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at
the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest
hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest and shall be distributed to the
Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or
distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate. However, each such
distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.
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