Classmates.com 2008 Annual Report Download - page 164

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 .
(a)
Except as otherwise provided in Paragraph 3(b) 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.
(b)
The Participant’s Employment Agreement sets forth certain terms and conditions under which Participant’s
equity or equity-based awards from the Corporation, including this Award, may vest [in whole or] in part on an accelerated basis in connection
with his cessation of Service under various specified circumstances. The Employment Agreement also sets forth the date or dates on which the
shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to be
issued. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated
vesting or the issuance of the Shares, including (without limitation) the execution and delivery of an effective general release), as they apply to
this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this
Agreement.
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.
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