Classmates.com 2008 Annual Report Download - page 211

7.
Paragraph 6(d) of the February 2007 Agreement 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 6(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 8.”
8.
There is hereby added to each Restricted Stock Unit Issuance Agreement the following new Paragraph 14:
“ 14.
Deferred Issuance Date .
(a)
It is the intention of the parties that the provisions of this Agreement, as amended by the Amendment
Agreement, continue to comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury
Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this
Agreement as so amended would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-
term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the
requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.
(b)
If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of
Section 409A, then no Shares or other amounts which become issuable or distributable by reason of Participant’s cessation of Service
shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date
of his or her Separation from Service due to such cessation of Service or (ii) the date of Participant’s death, if Participant is deemed at
the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued
under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all
other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed
in a lump sum on the first day of the seventh (7th) month following the date of Participant’s
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