Classmates.com 2010 Annual Report Download - page 183

completed by the Participant between the Award Date and the date of such Involuntary Termination and (B) the Shares subject to this
Award had vested in a series of successive equal monthly installments over the duration of the Normal Vesting Schedule. In no event,
however, shall the number of Shares which vest on such an accelerated basis exceed the number of Shares unvested immediately prior
to the date of the Participant’s Involuntary Termination. The Shares that vest upon such Involuntary Termination of Service shall be
issued to the Participant, subject to the Corporation’s collection of all applicable Withholding Taxes, on the date of such Involuntary
Termination or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which the
date of such Involuntary Termination occurs or (if later) the fifteenth day of the third calendar month following such date. In the event
of a replacement cash retention program under Paragraph 5(a), the foregoing provisions shall be applied to the proceeds of such
replacement program attributable to the portion of Shares that would have otherwise vested on an accelerated basis in accordance
herewith upon such Involuntary Termination had the Award been assumed or otherwise continued in effect.
(d) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or
otherwise continued in effect or replaced with a cash retention program in accordance with Paragraph 5(a), then those units shall vest
immediately prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive for
each such Share the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of
that Change in Control, and such consideration shall be distributed to Participant on the effective date of such Change in Control or as soon as
administratively practicable thereafter, but in no event later than three (3) business days following such effective date. Such distribution shall be
subject to the Corporation’s collection of the applicable Withholding Taxes pursuant to the provisions of Paragraph 7.
(e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.
6. Adjustment in Shares . Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common
Stock as a class without the Corporation’s receipt of consideration, or should the value of the outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable and proportional adjustments shall be made by the Plan Administrator to the total number
and/or class of securities issuable pursuant to this Award in order to reflect such change. In making such equitable and proportional adjustments,
the Plan Administrator shall take into account any amounts to be credited to Participant’s book account under Paragraph 4(b) in connection with
the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. In the event of a Change in Control, the
provisions of Paragraph 5 shall be controlling.
7. Issuance of Shares of Common Stock .
(a) On each applicable Issuance Date for the Shares which vest in accordance with the provisions of this
Agreement, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested shares of
Common Stock to be issued on such date, subject to the Corporation’s collection of the applicable Withholding Taxes.
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