Classmates.com 2008 Annual Report Download - page 184

Exhibit 10.25
December 19, 2008
Steve McArthur
c/o Classmates Online, Inc.
2001 Lind Avenue SW, Suite 500
Renton, WA 98055
Dear Steve,
Reference is made to the letter agreement (the “Agreement”) dated August 14, 2008, between you and Classmates Online, Inc. (the “Company”
),
and any defined terms used but not otherwise defined herein will have the meanings ascribed thereto in the Agreement. For the purpose of
complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), we hereby clarify the following terms
of the Agreement:
1. Any shares of stock required to be issued upon the vesting of an award under the Agreement (whether pursuant to the normal
vesting schedule or on an accelerated basis) shall be issued, and any cash payments or other benefits required to be paid upon such vesting (such
as, for example, dividend equivalent payments) shall be paid, subject to the Company’s collection of all applicable withholding taxes, on the
vesting date or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting
date occurs or (if later) the fifteenth day of the third calendar month following such vesting date.
2. The general release of the Company and its affiliates (the “Release”)
required to be executed by you in order for you to receive
the Separation Payment must be executed and delivered to the Company within 21 days (or 45 days to the extent such longer period is required
under applicable law) after the effective date of your termination without cause. The Separation Payment will be paid in a series of 24
successive equal monthly installments, beginning on the first regular payday for the Company’s salaried employees, within the 60-day period
following the date of your “separation of service” (as defined in the Treasury Regulations issued under Code Section 409A) due to such
termination, on which the executed Release is effective and enforceable following the expiration of any applicable revocation period under
federal or state law, or as soon thereafter as administratively practicable, but in no event later than the last day of such 60-day period on which
the Release is so effective and enforceable. Your right to each such monthly installment of the Separation Payment will be deemed, for purposes
of Code Section 409A, to be a right to a series of separate payments.
3. With respect to the reduction of any payments or benefits received or to be received that would be subject to the Excise Tax
under Section 4999 of the Code, the