Classmates.com 2010 Annual Report Download - page 179

N. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
O. Plan shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
P. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator
of the Plan.
Q. Separation from Service means the Participant’s cessation of Employee status and shall be deemed to occur at such
time as the level of bona fide services the Participant is to render as an Employee (or non-employee consultant) permanently decreases to a level
that is not more than twenty percent (20%) of the average level of services the Participant rendered as an Employee during the immediately
preceding thirty-six (36) months (or such shorter period of time in which the Participant has been in Employee status). Any such determination,
however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Code Section 409A.
R. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this
Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Participant no
longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which
Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently
continue to perform services for that entity. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or
by the Corporation’s written policy on leaves of absence in effect at the time of such leave, no Service credit shall be given for vesting purposes
for any period the Participant is on a leave of absence.
S. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New
York Stock Exchange.
T. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain.
U. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal,
state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock
which vest under the Award and any phantom dividend equivalents distributed with respect to those shares.
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