Classmates.com 2010 Annual Report Download - page 184

(b)
Until such time as the Corporation provides the Participant with notice to the contrary, the Corporation shall
collect the applicable Withholding Taxes through an automatic Share withholding procedure pursuant to which the Corporation will withhold, on
the applicable Issuance Date for the Shares that vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of
the applicable tax date for such Shares) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however ,
that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding
obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to
supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available.
(c) Should any Shares vest under the Award when the Share Withholding Method is not available, then the
Withholding Taxes shall be collected from the Participant through either of the following alternatives:
• the Participant’s delivery of his or her separate check payable to the Corporation in the amount of such
Withholding Taxes, or
• the use of the proceeds from a next-day sale of the Shares issued to the Participant, provided and only if (i) such
a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) the Participant makes an
irrevocable commitment, on or before the vesting date for those Shares, to effect such sale of the Shares and (iii) the transaction is not
otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
(d) The Corporation shall concurrently, with each issuance of vested Shares in accordance with the foregoing
provisions of this Paragraph 7, distribute to the Participant any outstanding phantom dividend equivalents credited with respect to those Shares.
The Corporation shall collect the Withholding Taxes with respect to each distribution of phantom dividend equivalents by withholding a portion
of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so
withheld, or through such other tax withholding arrangement as the Corporation deems appropriate.
(e) Except as otherwise provided in Paragraph 5 or Paragraph 7(b), the settlement of all Restricted Stock Units
which vest under the Award shall be made solely in shares of Common Stock. No fractional share of Common Stock shall be issued pursuant to
this Award, and any fractional share resulting from any calculation made in accordance with the terms of this Agreement shall be rounded down
to the next whole share of Common Stock.
8. Compliance with Laws and Regulations . The issuance of shares of Common Stock pursuant to the Award shall
be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable
regulations of the Stock Exchange on which the Common Stock is listed for trading at the time of such issuance.
9. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be
in writing and addressed to the Corporation at its principal corporate offices and directed to the attention of Stock Plan Administrator. Any
notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the most current address then indicated
for Participant on the Corporation’s employee records or delivered electronically to Participant through the Corporation’s electronic mail
system. All notices shall be deemed effective upon personal
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