Classmates.com 2008 Annual Report Download - page 190

9.
Section 7(e) of the Original Agreement is hereby removed 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 your termination of employment with the Company will be made to you until you incur a “separation from service” (as
such term is defined in Treasury Regulations issued under Section 409A of the Code) in connection with such termination of employment. For
purposes of this letter agreement, each amount to be paid or benefit to be provided you shall be treated as a separate identified payment or
benefit for purposes of Section 409A of the Code. In addition, no payment or benefit which constitutes an item of deferred compensation under
Section 409A of the Code and becomes payable by reason of your separation from service will be made to you prior to the earlier of (i) the first
day of the seventh (7th) month measured from the date of such separation from service or (ii) the date of your death, if you are deemed at the
time of such separation from service to be a specified employee (as determined pursuant to Code Section 409A and the Treasury Regulations
thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2).
Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have
otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to you in a lump sum on the
first day of the seventh (7th) month after the date of your separation from service or, if earlier, the first day of the month immediately following
the date the Company receives proof of your death. Any remaining payments or benefits due under this letter agreement will be paid in
accordance with the normal payment dates specified herein.”
7.
A new Section 7(f) is hereby added as follows:
“(f)
Notwithstanding Section 7(e) above, the following provisions shall also be applicable to you 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 shall not be subject to the holdback provisions
of Section 7(e) and shall accordingly be paid as and when they become due and payable under this letter 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 this letter
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(e) and shall be paid to you as they become due and payable under this
letter 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