Classmates.com 2008 Annual Report Download - page 166

subject to the Participant’s outstanding equity awards or the distribution of the proceeds of any replacement cash incentive program, including
(without limitation) the execution and delivery of an effective general release) shall apply to 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) and are
hereby incorporated by reference into this Agreement, with the same force and effect as if expressly set forth in this Agreement.
(d)
If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or
otherwise continued in effect or replaced with a cash incentive program in accordance with Paragraph 5(a), then those units shall vest
immediately prior to the closing of 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 on the effective date of that Change in Control or as soon thereafter as administratively
practicable, but in no event later than three (3) 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:
4