Classmates.com 2010 Annual Report Download - page 176

administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such Separation from
Service occurs or (ii) the fifteenth day of the third calendar month following the date of such Separation from Service.
• 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 prior to the earlier of (i) the first day of the
seventh (7th) month following the date of the Participant’s Separation from Service or (ii) the date of Participant’s death, if Participant
is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury
Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform
standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise
required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount
shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation
from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s
death.
• No amounts that vest and become payable under Paragraph 5 of this Agreement by reason of a Change in
Control shall be distributed to the Participant at the time of such Change in Control, unless that transaction also qualifies as a change in
control event under Code Section 409A and the Treasury Regulations thereunder. In the absence of such a qualifying change in control,
the distribution shall not be made until the date or dates on which those amounts are to be distributed pursuant to the Normal Vesting
Schedule or (to the extent applicable) the provisions of Paragraph 5(c) of this Agreement.
IN WITNESS WHEREOF , the parties have executed this Agreement on the day and year first indicated above.
7
UNITED ONLINE, INC.
By:
Mark R. Goldston
Title:
Chairman, President and Chief Executive Officer
PARTICIPANT
Name:
<Participant Name>
Signature: