Classmates.com 2008 Annual Report Download - page 156

the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the same consideration per share of
Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control, and such consideration shall be
distributed to Participant within fifteen (15) business days following the effective date of that Change in Control. Such distribution shall be
subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of Paragraph 7.
(e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.
6.
Adjustment in Shares . Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without
the Corporation’s receipt of consideration, appropriate adjustments shall be made to the total number and/or class of securities issuable pursuant
to this Award in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.
7.
Issuance of Shares of Common Stock .
(a)
As soon as administratively practicable following each date one or more Shares vest in accordance with the
provisions of this Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the
shares of Common Stock which vest on that date under the Award, subject to the Corporation’s collection of the applicable Withholding Taxes.
Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall collect the Withholding Taxes with
respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as
the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount
of such Withholding Taxes (the “Share Withholding Method”); provided, however , that the amount of any Shares so withheld shall not exceed
the amount necessary to satisfy the Corporation’
s required tax withholding obligations using the minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified in writing in the
event such Share Withholding Method is no longer available.
(b) Should any Shares vest under the Award at time the Share Withholding Method is not available, then the
Withholding Taxes shall be collected from the Participant through either of the following alternatives:
•
the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such
Withholding Taxes, or
•
the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if
(i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an
irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise
deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
(c)
Except as otherwise provided in Paragraph 5 or Paragraph 7(a), the settlement of all Restricted Stock Units
which vest under the Award shall be made solely in shares of
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