Classmates.com 2010 Annual Report Download - page 178

(iv) a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the
board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised
of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been appointed or
nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such appointment or nomination.
F. Code shall mean the Internal Revenue Code of 1986, as amended.
G. Common Stock shall mean shares of the Corporation’s common stock.
H. Corporation shall mean United Online, Inc., a Delaware corporation, and any successor entity to all or substantially
all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.
I. Employee
shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to
the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.
J. Employment Agreement shall mean the Employment Agreement between the Participant and the Corporation (or
any Parent or Subsidiary) in effect on the Award Date.
K. Fair Market Value
per share of Common Stock on any relevant date shall be the closing price per share of Common
Stock at the close of regular trading hours (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving as the
primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the
Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the
Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which such quotation exists.
L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
M. Participant shall mean the person to whom the Award is made pursuant to the Agreement.
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