Classmates.com 2010 Annual Report Download - page 166

adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award in order to
reflect such change. In making such equitable and proportional adjustments, the Plan Administrator shall take into account any amounts to be
credited to Participant’s book account under Paragraph 5(b) in connection with the transaction, and the determination of the Plan Administrator
shall be final, binding and conclusive. In the event of a Change in Control, the provisions of Paragraph 6 shall be controlling.
8. Issuance of Shares of Common Stock .
(a) On the applicable Issuance Date for the Shares which vest in accordance with the provisions of this
Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of
Common Stock to be issued on such date and shall concurrently distribute to the Participant any accrued phantom dividend equivalents with
respect to those vested Shares.
(b) Except as otherwise provided in Paragraph 6, the settlement of all Restricted Stock Units which vest under
the Award shall be made solely in shares of Common Stock. No fractional share of Common Stock shall be issued pursuant to this Award, and
any fractional share resulting from any calculation made in accordance with the terms of this Agreement shall be rounded down to the next
whole share of Common Stock.
9. Compliance with Laws and Regulations
. The issuance of shares of Common Stock pursuant to the Award shall be
subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable
regulations of the Stock Exchange on which the Common Stock is listed for trading at the time of such issuance.
10. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be
in writing and addressed to the Corporation at its principal corporate offices, and directed to the attention of Stock Plan Administrator. Any
notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the most current address then indicated
for Participant on the Corporation’s records or delivered electronically to Participant through the Corporation’s email system. All notices shall
be deemed effective upon personal delivery or delivery through the Corporation’s electronic mail system or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.
11. Governing Law
. The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State’s conflict-of-laws rules.
12. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s
assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
13. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are
in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
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