Classmates.com 2010 Annual Report Download - page 165

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 this Award until the Participant becomes the record holder of those Shares following their actual issuance.
(b) Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary,
payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or
more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend
or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution:
(i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant
shall be entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with respect to
the Shares at the time subject to this Award had those Shares actually been issued and outstanding and entitled to that cash dividend. Each cash
dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash
dividend on the outstanding Common Stock.
(ii) For any other dividend or distribution, a special book account shall be established for the
Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at
the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest
hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest, and those vested dividend
equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common
Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents
relate. In no event, however, shall any such phantom dividend equivalents vest or become distributable unless the Shares to which they relate
vest in accordance with the terms of this Agreement.
6. Change in Control . Any Restricted Stock Units subject to this Award at the time of a Change in Control shall vest
in full immediately prior to the consummation of that Change in Control. The Shares subject to those vested units shall be converted into the
right to receive for each such Share 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 such Change in
Control or as soon as administratively practicable thereafter, but in no event later than three (3) business days following such effective date.
7. Adjustment in Shares . Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common
Stock as a class without the Corporation’s receipt of consideration, or should the value of the outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable and proportional
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