Classmates.com 2010 Annual Report Download - page 171

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 .
(a) Except as otherwise provided in Paragraph 3(b) below, should the Participant cease Service for any reason prior to
vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and
the number of Restricted Stock Units will be reduced accordingly. The Participant shall thereupon cease to have any right or entitlement to
receive any Shares under those cancelled units.
(b) The Participant’s Employment Agreement sets forth certain terms and conditions under which Participant’s equity or
equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with his
cessation of Service under various specified circumstances. The Employment Agreement also sets forth the date or dates on which the shares of
Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to be issued. The
terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting or
the issuance of the Shares, including (without limitation) the execution and delivery of an effective general release), as they apply to this Award,
are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement.
4. 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 the Award until the Participant becomes the record holder of those Shares upon their actual issuance following
the Corporation’s collection of the applicable Withholding Taxes.
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this Agreement.
Issuance Schedule Each Share in which the Participant vests in accordance with the Normal Vesting Schedule shall be issued, subject to
the Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date specified for that
Share or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in
which such vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date
(the “Issuance Date”). The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in
Paragraph 7 of this Agreement.