Classmates.com 2008 Annual Report Download - page 185

cash payments will 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 will be reduced in the same chronological order in which those awards were made but only to the extent necessary as
provided in the Agreement.
4. If you are a “specified employee” at the time of your separation of service:
(i) Any payments or benefits which become due and payable to you during the period beginning with the date of your
separation from service and ending on March 15 of the following calendar year will not be subject to the holdback provisions of Section 7(d) and
will accordingly be paid as and when they become due and payable under the Agreement in accordance with the short-term deferral exception to
Code Section 409A.
(ii) The remaining portion of the payments and benefits to which you become entitled under the Agreement, to the extent
they do not in the aggregate exceed the dollar limit described below and are otherwise scheduled to be paid no later than the last day of the
second calendar year following the calendar year in which your separation from service occurs, shall not be subject to any deferred
commencement date under Section 7(d) and shall be paid to you as they become due and payable under the Agreement. For purposes of this
subparagraph (ii), the applicable dollar limitation will be equal to two times the lesser of (i) your annualized compensation (based on your annual
rate of pay for the calendar year preceding the calendar year of your separation from service, adjusted to reflect any increase during that calendar
year which was expected to continue indefinitely had such separation from service not occurred) or (ii) the compensation limit under Section 401
(a)(17) of the Code as in effect in the year of such separation from service. To the extent the portion of the severance payments and benefits to
which you would otherwise be entitled under the Agreement during the deferral period under Section 7(d) exceeds the foregoing limitation, such
excess shall be paid in a lump sum upon the expiration of that deferral period, in accordance with the deferred payment provisions of Section 7
(d), and the remaining severance payments and benefits (if any) shall be paid in accordance with the normal payment dates specified for them
herein.
Except as modified by this letter, all the terms and provisions of the Agreement will continue in full force and effect.
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