Classmates.com 2010 Annual Report Download - page 185

delivery or delivery through the Corporation’
s electronic mail system or upon deposit in the U.S. mail, postage prepaid and properly addressed to
the party to be notified.
10. Successors and Assigns . Except to the extent otherwise provided in this Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s
assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
11. Construction . This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are
in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
12. Governing Law
. The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State’s conflict-of-laws rules.
13. Employment at Will . Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s
Service at any time for any reason, with or without cause.
14. Code Section 409A . It is the intention of the parties that the provisions of this Agreement comply with the
requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly,
to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or
limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a
manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that
apply to such exception.
IN WITNESS WHEREOF , the parties have executed this Agreement on the day and year first indicated above.
6
UNITED ONLINE, INC.
By:
Mark R. Goldston
Title:
Chairman, President and Chief Executive Officer
PARTICIPANT
Name:
<Participant Name>
Signature:
<Signed Electronically>