Classmates.com 2008 Annual Report Download - page 155

5.
Change of Control .
(a)
Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the
successor entity or otherwise continued in full force and effect or may be replaced with a cash incentive program of the successor entity which
preserves the Fair Market Value of the unvested shares of Common Stock subject to the Award at the time of the Change in Control and provides
for the subsequent vesting and payout of that value in accordance with the same vesting and issuance schedule that would otherwise be in effect
for those shares in the absence of such Change in Control. In the event of such assumption or continuation of the Award or such replacement of
the Award with a cash incentive program, no accelerated vesting of the Restricted Stock Units shall occur at the time of the Change in Control.
(b)
In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the
Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into
which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may,
in connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control
transaction, provided the substituted common stock is readily tradable on an established U.S. securities exchange or market.
(c)
Any Restricted Stock Units which are assumed or otherwise continued in effect in connection with a
Change in Control or replaced with a cash incentive program under Paragraph 5(a) shall be subject to accelerated vesting in accordance with the
following provisions:
•
If an Involuntary Termination of the Participant’s Service occurs within twelve (12) months after the
Change in Control event, then the Participant shall immediately vest in an additional number of Shares equal to the greater of
(i) twenty-five percent (25%) of the total number of Shares subject to the Award or (ii) the additional number of Shares in which the
Participant would have been vested at the time of such Involuntary Termination if (A) he or she had completed an additional period of
Service equal in duration to the actual period of Service completed by the Participant between the Award Date and the date of such
Involuntary Termination and (B) the Shares subject to this Award had vested in forty-eight (48) successive equal monthly installments
over the duration of the Vesting Schedule. In no event, however, shall the number of Shares which vest on such an accelerated basis
exceed the number of Shares unvested immediately prior to the date of the Participant’s Involuntary Termination. The Shares that vest
upon such Involuntary Termination of Service shall be issued to the Participant, subject to the Corporation’s collection of all applicable
Withholding Taxes, on the date of such Involuntary Termination or as soon thereafter as administratively practicable, but in no event
later than the close of the calendar year in which the date of such Involuntary Termination occurs or (if later) the fifteenth day of the
third calendar month following such date. In the event of a replacement cash incentive program under Paragraph 5(a), the foregoing
provisions shall be applied to the proceeds in such replacement program attributable to the Shares that would otherwise vest on an
accelerated basis in accordance herewith had the Award been assumed or otherwise continued in effect.
(d)
If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or
otherwise continued in effect or replaced with a cash incentive program in accordance with Paragraph 5(a), then those units shall vest
immediately prior to the closing of
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