Classmates.com 2008 Annual Report Download - page 169
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APPENDIX A
DEFINITIONS
The following definitions shall be in effect under the Agreement:
A.
Agreement shall mean this Restricted Stock Unit Issuance Agreement.
B.
Award shall mean the award of restricted stock units made to the Participant pursuant to the terms of this
Agreement.
C.
Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the
Agreement and shall be the date indicated in Paragraph 1 of the Agreement.
D.
Board shall mean the Corporation’s Board of Directors.
E.
Change in Control shall mean a change in ownership or control of the Corporation effected through any of
the following transactions:
(i)
a merger or consolidation approved by the Corporation’s stockholders, unless securities
possessing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or indirectly and substantially in the same proportion, by
the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction,
(ii)
the sale, transfer or other disposition of all or substantially all of the Corporation’s assets
approved by the Corporation’s stockholders,
(iii)
the acquisition, directly or indirectly by any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation’s stockholders, or
(iv)
a change in the composition of the Board over a period of thirty-six (36) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of
such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of
the Board members described in clause (A) who were still in office at the time the Board approved such election or
nomination.
F.
Code shall mean the Internal Revenue Code of 1986, as amended.
A-1