Classmates.com 2010 Annual Report Download - page 175

8. Compliance with Laws and Regulations . The issuance of shares of Common Stock pursuant to the Award shall
be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable
regulations of the Stock Exchange on which the Common Stock is listed for trading at the time of such issuance.
9. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be
in writing and addressed to the Corporation at its principal corporate offices and directed to the attention of Stock Plan Administrator. Any
notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the most current address then indicated
for Participant on the Corporation’s employee records or delivered electronically to Participant through the Corporation’s electronic mail
system. All notices shall be deemed effective upon personal delivery or delivery through the Corporation’s electronic mail system or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.
10. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s
assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
11. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are
in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
12. Governing Law
. The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State’s conflict-of-laws rules.
13. Employment at Will . Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s
Service at any time for any reason, with or without cause.
14. Code Section 409A .
(a) 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.
(b) If and to the extent this Agreement may be deemed to create an arrangement subject to the requirements of
Code Section 409A, then the following provisions shall apply:
• No Shares or other amounts which become issuable or distributable under this Agreement by reason of
Participant’s cessation of Service shall actually be issued or distributed to Participant until the date of the Participant’s Separation from
Service due to such cessation of Service or as soon thereafter as
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