Classmates.com 2010 Annual Report Download - page 164

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) Should the Participant voluntarily resign from the Board under circumstances which would not otherwise
trigger the vesting acceleration provisions of Paragraph 4(a) or Paragraph 6, then the Participant shall immediately vest in the number of Shares
in which the Participant would have been vested at the time of such resignation had the Shares subject to this Award vested in a series of
successive equal monthly installments over the duration of the Vesting Schedule.
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, the Shares in which the
Participant vests on the Vesting Date shall be issued on that date or as soon thereafter as administratively practicable,
but in no event later than March 1, 201 . Any Shares in which the Participant vests pursuant to the vesting
acceleration provisions of Paragraph 6 of this Agreement shall be issued on the effective date of the Change in
Control or as soon as administratively practicable thereafter, but in no event later than three (3) business days
following such effective date. Any Shares in which the Participant vests or is deemed to vest pursuant to the
provisions of Paragraph 4 of this Agreement shall be issued on the earlier of (i) the date of the Participant’
s cessation
of service as a Board member or (ii) the Vesting Date specified above or as soon after such applicable date as
administratively practicable, but in no event later than March 1, 201 . The date on which the Shares are to be
issued in accordance with the foregoing is hereby designated the
“
Issuance Date.
”