Classmates.com 2010 Annual Report Download - page 173

(b) In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the
Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into
which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor entity (or parent thereof) may, in
connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, but subject to the Plan
Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided the substituted common
stock is readily tradable on an established U.S. securities exchange.
(c) Any Restricted Stock Units which are assumed or otherwise continued in effect in connection with a Change
in Control or replaced with a cash retention program under Paragraph 5(a) shall be subject to the vesting acceleration provisions of the
Participant’s Employment Agreement, and the securities issuable under any such assumed or continued Restricted Stock Units (or the proceeds
of any replacement cash retention program) which vest on an accelerated basis in accordance with those provisions shall be issued or distributed
on the applicable date or dates determined for those securities or proceeds pursuant to terms of the Employment Agreement. Accordingly, the
terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting or
issuance of the securities subject to the Participant’s outstanding equity awards or the distribution of the proceeds of any replacement cash
retention program, including (without limitation) the execution and delivery of an effective general release) shall apply to any Restricted Stock
Units which are assumed or otherwise continued in effect in connection with a Change in Control or replaced with a cash retention program
under Paragraph 5(a) and are hereby incorporated by reference into this Agreement, with the same force and effect as if expressly set forth in this
Agreement.
(d) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or
otherwise continued in effect or replaced with a cash retention program in accordance with Paragraph 5(a), then those units shall vest
immediately prior to the closing of the 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 the effective date of that Change in Control.
Such distribution shall be subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of Paragraph 7.
(e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.
6. 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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