Classmates.com 2008 Annual Report Download - page 174

to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the ‘Code’),
or any successor provision thereto, or
any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any
such interest and penalties, are hereafter collectively referred to as the ‘Excise Tax’), then, the cash payments provided to you under this letter
agreement shall first be reduced, with each such payment to be reduced pro-rata but without any change in the payment date and with the
monthly installments of the Separation Payment to be the first such cash payments so reduced, and then, if necessary, the accelerated vesting of
your equity awards pursuant to the provisions of this letter agreement shall be reduced in the same chronological order in which those awards
were made, but only to the extent necessary to assure that you receive only the greater of (i) the amount of those payments and benefits which
would not constitute a parachute payment under Code Section 280G or (ii) the amount which yields you the greatest after-
tax amount of benefits
after taking into account any Excise Tax imposed on the payments and benefits provided you hereunder (or on any other payments or benefits to
which your may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of your
employment with the Company).”
6. The first sentence of Section 7(c) is hereby deleted and replaced with the following:
“
If your employment is terminated as a result of your death or Disability, the Company will be obligated to pay the Accrued Obligations
to you, your estate or beneficiaries (as the case may be) on your termination date or as soon as administratively practicable thereafter, but in no
event later than sixty (60) days after the date of such termination.”
7. The definition of “good reason” as set forth in Section 7(d) of the Original Agreement is hereby deleted and replaced in its entirety as
follows:
“‘ good reason’ means:
(i)
a material reduction in your base salary without your prior written consent;
(ii)
a material reduction in your authority, duties or responsibilities, without your prior written consent, unless such reduction is
effected at the request of Mark R. Goldston;
(iii)
a material change in the geographic location at which you must perform services (the parties acknowledge that you are currently
required to perform services at 21301 Burbank Boulevard, Woodland Hills, CA 91367) without your prior consent; or
(iv)
any material un-
waived breach by the Company of the terms of this letter agreement; provided however, that with respect to any
of the clause (i) — (iv) events above, you will not be deemed to have resigned for good reason unless (A) you provide written
notice to the Company of the existence of the good reason event within ninety (90) days after its initial occurrence, (B) the
Company is provided with thirty (30) days in which to cure such good reason event, and (C) your termination of employment is
effected within one hundred eighty (180) days following the occurrence of the non-cured clause (i) — (iv) event.”
8. Section 7(e) of the Original Agreement is hereby deleted and replaced in its entirety as follows:
“(e) Notwithstanding any provision in this letter agreement to the contrary (other than Section 7(f) below), no payment or
distribution under this letter agreement which constitutes an item of deferred compensation under Section 409A of the Code and becomes
payable by reason of