Classmates.com 2008 Annual Report Download - page 161

L.
Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant,
any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss the Participant or any other person in the Service of the Corporation
(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this
Agreement, to constitute grounds for termination for Misconduct.
M.
1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
N.
Participant shall mean the person to whom the Award is made pursuant to the Agreement.
O.
Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending
with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
P.
Plan shall mean the <specify applicable stock plan>, as amended and restated from time to time.
Q.
Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as
administrator of the Plan.
R.
Separation from Service means the Participant’s cessation of Employee status and shall be deemed to
occur at such time as the level of bona fide services the Participant is to render as an Employee (or non-employee consultant)
permanently decreases to a level that is not more than twenty percent (20%) of the average level of services the Participant rendered as
an Employee during the immediately preceding thirty-six (36) months (or such shorter period of time in which the Participant has been
in Employee status). Any such determination, however, shall be made in accordance with the applicable standards of the Treasury
Regulations issued under Internal Revenue Code Section 409A.
S.
Service shall mean the Participant’s performance of services for the Corporation (or any Parent or
Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor.
For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the
following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or
Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation,
even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a
period of military leave, sick leave or other personal leave approved by the Corporation; provided, however , that except to the extent
otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves
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