Classmates.com 2010 Annual Report Download - page 162

(iv)
a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the
board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v)
a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised
of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been appointed or
nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such appointment or nomination.
F.
Code shall mean the Internal Revenue Code of 1986, as amended.
G.
Common Stock shall mean shares of the Corporation’s common stock.
H.
Corporation shall mean United Online, Inc., a Delaware corporation, and any successor entity to all or substantially
all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.
I.
1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
J.
Participant shall mean the person to whom the Award is made pursuant to the Agreement.
K.
Plan shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
L.
Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator
of the Plan.
M. Permanent Disability shall mean the inability of Participant to perform his or her usual duties as a member of the
Board by reason of any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be
expected to last for a continuous period of twelve (12) months or more.
N.
Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New
York Stock Exchange.
A-2