Classmates.com 2010 Annual Report Download - page 187

acquisitions within the twelve (12)-month period ending with the most recent acquisition) 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 securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding
immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct
issuance from the Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s existing
stockholders,
(iv) a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the
board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised
of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been appointed or
nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such appointment or nomination.
G. Code shall mean the Internal Revenue Code of 1986, as amended.
H. Common Stock shall mean shares of the Corporation’s common stock.
I. Corporation shall mean United Online, Inc., a Delaware corporation, and any successor entity to all or substantially
all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.
J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to
the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.
K. Fair Market Value
per share of Common Stock on any relevant date shall be the closing price per share of Common
Stock at the close of regular trading hours (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving as the
primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the
Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the
Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which such quotation exists.
L. Involuntary Termination shall mean the termination of the Participant’s Service which occurs by reason of:
A-2