Classmates.com 2010 Annual Report Download - page 172

(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, subject to the Corporation’s collection of all applicable federal, state and local income and
employment withholding taxes.
(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. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.
In no event 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.
5. Change of Control .
(a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the
successor entity (or parent thereof) or otherwise continued in full force and effect or may be replaced with a cash retention program of the
successor entity (or parent thereof) which preserves the Fair Market Value of the unvested shares of Common Stock subject to the Award at the
time of the Change in Control and provides for the subsequent vesting and concurrent payout of that value in accordance with the same vesting
and issuance schedule that would otherwise be in effect for those shares in the absence of such Change in Control. In the event of such
assumption or continuation of the Award or such replacement of the Award with a cash retention program, no accelerated vesting of the
Restricted Stock Units shall occur at the time of the Change in Control. Notwithstanding the foregoing, no such cash retention program shall be
established for the Restricted Stock Units subject to this Award to the extent such program would otherwise be deemed to constitute a deferred
compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder.
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