Classmates.com 2010 Annual Report Download - page 181

2. Limited Transferability . Prior to actual receipt of the Shares which vest hereunder, the Participant may not
transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of
the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s
designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to re-issue the stock certificates for any
Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a trust
established for the Participant and/or his or her family members. The Participant may make such a beneficiary designation or certificate directive
at any time by filing the appropriate form with the Plan Administrator or its designee.
3. Cessation of Service . Except as otherwise provided in Paragraph 5 below, should the Participant cease Service for
any reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those
unvested Shares, and the number of Restricted Stock Units will be reduced accordingly. The Participant shall thereupon cease to have any right
or entitlement to receive any Shares under those cancelled units.
4. Stockholder Rights and Dividend Equivalents .
(a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with
respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares upon their actual issuance following
the Corporation’s collection of the applicable Withholding Taxes.
(b) Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary,
payable in cash or other property (other than shares of Common Stock) be declared and paid on the outstanding Common Stock while one or
more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend
or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution:
(i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant
shall be entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with respect to
the Shares at the time subject to this Award had those Shares actually been issued and outstanding and entitled to that cash dividend. Each cash
dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash
dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and
employment withholding taxes.
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Issuance Schedule Each Share in which the Participant vests in accordance with the terms of this Agreement shall be issued, subject to
the Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date for that Share or as
soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such
vesting date occurs or (if later) the fifteenth day of the third calendar month following such vesting date (the
“Issuance Date”). The Shares which vest pursuant to Paragraph 5 of this Agreement shall be issued in accordance
with the provisions of such Paragraph. The applicable Withholding Taxes are to be collected pursuant to the
procedures set forth in Paragraph 7 of this Agreement.