Classmates.com 2008 Annual Report Download - page 160

G.
Common Stock shall mean shares of the Corporation’s common stock.
H.
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 Plan.
I. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary),
subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of
performance.
J.
Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:
(i)
If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market
Value shall be the closing selling price per share of Common Stock, as such price is reported by the National Association of
Securities Dealers. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which such quotation exists.
(ii)
If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
K.
Involuntary Termination shall mean the termination of the Service of any individual which occurs by
reason of: (i)
such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or
Subsidiary) for reasons other than Misconduct, or
(ii)
such individual’s voluntary resignation following (A) a material reduction in the scope of
his or her day-to-day responsibilities with the Corporation (or any Parent or Subsidiary) it being understood that a change in
such individual’s title shall not, in and of itself, be deemed a material reduction, (B) a material reduction in his or her base
salary or (C) a relocation of such individual’s place of employment by more than fifty (50) miles; provided, however, that such
individual’s resignation for any of the foregoing reasons shall constitute an Involuntary Termination only if the following
requirements are satisfied: (x) such individual provides written notice of the clause (A), (B) or (C) event to the Corporation (or
the Parent or Subsidiary employer) within thirty (30) days after the occurrence of that event, (y) the Corporation (or the Parent
or Subsidiary employer) fails to take appropriate remedial action to remedy such event within thirty (30) days after receipt of
such notice and (z) such individual resigns from his or her employment with the Corporation (or the Parent or Subsidiary
employer) within ninety (90) days following the initial occurrence of the clause (A), (B) or (C) event.
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