Classmates.com 2010 Annual Report Download - page 157

2.
Limited Transferability . Prior to actual receipt of the Shares which vest hereunder, the Participant may not
transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of
the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s
designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to re-issue the stock certificates for any
Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a trust
established for the Participant and/or his or her family members. The Participant may make such a beneficiary designation or certificate directive
at any time by filing the appropriate form with the Plan Administrator or its designee.
3.
Cessation of Service . Except as otherwise provided in Paragraphs 4 and 6 below, should the Participant cease to
serve as a Board member for any reason prior to vesting in the Shares subject to this Award, then the awarded Restricted Stock Units will be
immediately cancelled with respect to those unvested Shares, and the Participant shall thereupon cease to have any right or entitlement to receive
any Shares under those cancelled units.
4.
Accelerated Vesting .
(a)
Should the Participant cease to serve as a Board member by reason of death or Permanent Disability, then all the
Shares at the time subject to this Award shall immediately vest in full.
(b) The Shares to which the Participant becomes entitled pursuant to the vesting provisions of Paragraph 4(a) shall be
issued on the date the Participant ceases to serve as a Board member or as soon as administratively practicable thereafter, but in no event later
than the close of the calendar year in which the Participant ceases to serve as a Board member or (if later) the fifteenth (15th) day of the third
(3rd) calendar month following the date the Participant ceases to serve as a Board member.
5.
Stockholder Rights and Dividend Equivalents
(a)
The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with
respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance.
2
Issuance Schedule Each Share in which the Participant vests in accordance with the foregoing vesting provisions shall be issued in
compliance with the short-term deferral exception to Section 409A of the Code. Accordingly, each Share in which
the Participant vests in accordance with the Normal Vesting Schedule shall be issued on the applicable vesting date
for that Share or as soon thereafter as administratively practicable, but in no event later than the close of the calendar
year in which that vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting
date. The Shares which vest pursuant to Paragraph 4 or Paragraph 6 of this Agreement shall be issued in accordance
with the provisions of the applicable Paragraph. The date on which each Share is to be issued in accordance with the
foregoing is hereby designated the
“
Issuance Date
”
for that Share.