Classmates.com 2008 Annual Report Download - page 165

(ii)
For any other dividend or distribution, a special book account shall be established for the
Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at
the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest
hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest and shall be distributed to the
Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or
distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate. However, each such
distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.
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 the vesting acceleration provisions of the
Participant’s Employment Agreement, and any Restricted Stock Units or the proceeds of any replacement cash incentive program which vest on
an accelerated basis in accordance with those provisions shall be issued or distributed on the applicable date or dates determined for those
Restricted Stock Units pursuant to terms of the Employment Agreement. Accordingly, the terms and provisions of the Employment Agreement
(including any conditions, restrictions or limitations governing the accelerated vesting or issuance of the securities
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