Classmates.com 2008 Annual Report Download - page 203

2.
Paragraph 3 of each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to read as follows:
“(a)
Except as otherwise provided in Paragraph 3(b) below, should the Participant cease Service for any reason prior to
vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested
Shares, and the number of Restricted Stock Units will be reduced accordingly. The Participant shall thereupon cease to have any right
or entitlement to receive any Shares under those cancelled units.
(b)
The Participant’s Employment Agreement sets forth certain terms and conditions under which Participant’s equity or
equity-based awards from the Corporation, including this Award, may vest in part on an accelerated basis in connection with his
cessation of Service under various specified circumstances. The Employment Agreement also sets forth the date or dates on which the
shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to
be issued. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the
accelerated vesting or the issuance of the Shares, including (without limitation) the execution and delivery of an effective general
release), as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect
as if expressly set forth in this Agreement.”
3.
Paragraph 5(c) of each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to read as follows:
“(c)
Any Restricted Stock Units which are assumed or otherwise continued in effect in connection with a Change in
Control or replaced with a cash incentive program under Paragraph 5(a) shall be subject to the vesting acceleration provisions of the
Participant’s Employment Agreement, and any Restricted Stock Units or the proceeds of any replacement cash incentive plan which
vest on an accelerated basis in accordance with those provisions shall be issued or distributed on the applicable date or dates determined
for those Restricted Stock Units pursuant to terms of the Employment Agreement. Accordingly, the terms and provisions of the
Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting or issuance of the
securities subject to the Participant’s outstanding equity awards or the distribution of the proceeds of any replacement cash incentive
plan, including (without limitation) the execution and delivery of an effective general release) shall apply to any Restricted Stock Units
which are assumed or otherwise continued in effect in connection with a Change in Control or replaced with a cash incentive program
under Paragraph 5(a) and are hereby incorporated by reference into this Agreement, with the same force and effect as if expressly set
forth in this Agreement.”
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