Classmates.com 2008 Annual Report Download - page 171

Q.
Separation from Service means the Participant’s cessation of Employee status and shall be deemed to
occur at such time as the level of bona fide services the Participant is to render as an Employee (or non-employee consultant)
permanently decreases to a level that is not more than twenty percent (20%) of the average level of services the Participant rendered as
an Employee during the immediately preceding thirty-six (36) months (or such shorter period of time in which the Participant has been
in Employee status). Any such determination, however, shall be made in accordance with the applicable standards of the Treasury
Regulations issued under Internal Revenue Code Section 409A.
R.
Service shall mean the Participant’s performance of services for the Corporation (or any Parent or
Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor.
For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the
following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or
Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation,
even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a
period of military leave, sick leave or other personal leave approved by the Corporation; provided, however , that except to the extent
otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of
absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.
S.
Stock Exchange shall mean the American Stock Exchange or the New York Stock Exchange.
T.
Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of
the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
U.
Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the
federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of
Common Stock which vest under of the Award and any phantom dividend equivalents distributed with respect to those shares.
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