Classmates.com 2008 Annual Report Download - page 167

• the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such
Withholding Taxes, or
•
the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if
(i) such a sale is permissible under the Corporation’
s trading policies governing the sale of Common Stock, (ii) the Participant makes an
irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not
otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
(c) Except as otherwise provided in Paragraph 5 or Paragraph 7(a), the settlement of all Restricted Stock Units
which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued.
Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded
down to the next whole share in order to avoid the issuance of a fractional share.
8.
Compliance with Laws and Regulations
. The issuance of shares of Common Stock pursuant to the Award shall be
subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the
time of such issuance.
9.
Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be
in writing and addressed to the Corporation at its principal corporate offices, and directed to the attention of Stock Plan Administrator. Any
notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address on record with the
Corporation. An email to the email address of Participant on record with the Corporation shall be deemed to be written notice. All notices shall
be deemed effective upon personal delivery, upon sending of an email or upon deposit in the mail, postage prepaid and properly addressed to the
party to be notified.
10.
Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s
assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
11.
Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are
in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
12.
Governing Law
. The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State’s conflict-of-laws rules.
13.
Employment at Will . Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s
Service at any time for any reason, with or without cause.
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