Classmates.com 2010 Annual Report Download - page 174

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 4(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 5 shall be controlling.
7. Issuance of Shares of Common Stock .
(a) On each 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, subject to the Corporation’s collection of the applicable Withholding Taxes.
(b) Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall
collect the applicable Withholding Taxes through an automatic Share withholding procedure pursuant to which the Corporation will withhold, on
the applicable Issuance Date for the Shares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of
the applicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however ,
that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding
obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to
supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
(c) Should any Shares vest under the Award when the Share Withholding Method is not available, then the
Withholding Taxes shall be collected from the Participant through either of the following alternatives:
• the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such
Withholding Taxes, or
• the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such
a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an
irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not
otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
(d) The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing
provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares.
The Corporation shall collect the Withholding Taxes with respect to each distribution of such phantom dividend equivalents by withholding a
portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first
portion so withheld, or through such other tax withholding arrangement as the Corporation deems appropriate.
(e) Except as otherwise provided in Paragraph 5 or Paragraph 7(b), 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.
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