Classmates.com 2010 Annual Report Download - page 186

APPENDIX A
DEFINITIONS
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.
B. Award shall mean the award of restricted stock units made to the Participant pursuant to the terms of this
Agreement.
C. Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and
shall be the date indicated in Paragraph 1 of the Agreement.
D. Board shall mean the Corporation’s Board of Directors.
E. Cause shall mean the Participant’s commission of any act of fraud, embezzlement or dishonesty, any unauthorized
use or disclosure by Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by Participant adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge
or dismiss the Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but
such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for a termination for Cause.
F. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the
following transactions:
(i) the closing of a merger, consolidation or other reorganization approved by the Corporation’s
stockholders in which a change in ownership or control of the Corporation is effected through the acquisition by any person or group of
persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction, directly or indirectly controls, is controlled by or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation’s outstanding securities (as measured in terms of the power to vote with respect to the
election of Board members),
(ii) the closing of a sale, transfer or other disposition of all or substantially all of the Corporation’s assets,
(iii) the closing of any transaction or series of related transactions pursuant to which any person or any
group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common
control with, the Corporation) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more
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