Classmates.com 2010 Annual Report Download - page 182

(ii) For any other dividend or distribution, a special book account shall be established for the
Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at
the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest
hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall also vest, and those vested dividend
equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common
Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents
relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.
In no event shall any such phantom dividend equivalents vest or become distributable unless the Shares to which they relate vest in accordance
with the terms of this Agreement.
5. Change of Control .
(a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the
successor entity (or parent thereof) or otherwise continued in full force and effect or may be replaced with a cash retention program of the
successor entity (or parent thereof) which preserves the Fair Market Value of the unvested shares of Common Stock subject to the Award at the
time of the Change in Control and provides for the subsequent vesting and concurrent payout of that value in accordance with the same vesting
and issuance schedule that would otherwise be in effect for those shares in the absence of such Change in Control. In the event of such
assumption or continuation of the Award or such replacement of the Award with a cash retention program, no accelerated vesting of the
Restricted Stock Units shall occur at the time of the Change in Control. Notwithstanding the foregoing, no such cash retention program shall be
established for the Restricted Stock Units subject to this Award to the extent such program would otherwise be deemed to constitute a deferred
compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder.
(b) In the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the
Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into
which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor entity (or parent thereof) may, in
connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, but subject to the Plan
Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided the substituted common
stock is readily tradable on an established U.S. securities exchange.
(c) Any Restricted Stock Units which are assumed or otherwise continued in effect in connection with a Change
in Control or replaced with a cash retention program under Paragraph 5(a) shall be subject to accelerated vesting in accordance with the
following provisions:
• If an Involuntary Termination of the Participant’s Service occurs within twelve (12) months after the
Change in Control event, then the Participant shall immediately vest in an additional number of Shares equal to the greater of (i)
twenty-five percent (25%) of the total number of Shares subject to the Award or (ii) the additional number of Shares in which the
Participant would have been vested at the time of such Involuntary Termination if (A) he or she had completed an additional period of
Service equal in duration to the actual period of Service
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