Classmates.com 2010 Annual Report Download - page 167

14. No Impairment of Rights
. Nothing in this Agreement shall in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets. In addition, this Agreement shall not in any way be construed or interpreted so as to affect adversely or
otherwise impair the right of the Corporation or the stockholders to remove Participant from the Board at any time in accordance with the
provisions of applicable law.
15. Code Section 409A . It is the intention of the parties that the provisions of this Agreement comply with the
requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly,
to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or
limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a
manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that
apply to such exception.
IN WITNESS WHEREOF , the parties have executed this Agreement on the day and year first indicated above.
5
UNITED ONLINE, INC.
By:
Mark R. Goldston
Title:
Chairman, President and Chief Executive Officer
PARTICIPANT
Name:
<Participant Name>
Signature: