Classmates.com 2008 Annual Report Download - page 210

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.”
5.
Paragraph 6(c) of the February 2007 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 6(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 6(a) and are hereby incorporated by reference into this Agreement, with the same force and effect as if expressly set
forth in this Agreement.”
6.
Paragraph 5(d) of each of the Form Agreements is hereby amended in its entirety to read as follows:
“(d) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise
continued in effect or replaced with a cash incentive program in accordance with Paragraph 5(a), then those units shall vest immediately
prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the
same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change
in Control, and such consideration shall be distributed to Participant on the effective date of that Change in Control or as soon thereafter
as administratively practicable, but in no event later than three (3) business days following the effective date of that Change in Control.
Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of
Paragraph 7.”
3