Classmates.com 2010 Annual Report Download - page 188

(i) Participant’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary)
for reasons other than Cause, or
(ii) Participant’s resignation following (A) a material reduction in the scope of the duties,
responsibilities and authority of his or her position with the Corporation (or any Parent or Subsidiary), it being understood that a change
in Participant’s title or Participant’s reporting responsibilities or requirements shall not, in and of itself, be deemed a material reduction,
(B) a material reduction in Participant’s base salary, or (C) a relocation of Participant’s place of employment by more than fifty (50)
miles; provided and only if such reduction or relocation is effected by the Corporation (or any Parent or Subsidiary) without
Participant’s consent. In no event, however, shall Participant’s resignation for any of the foregoing reasons constitute an Involuntary
Termination unless each of the following requirements is satisfied: (x) Participant provides written notice of the clause (A), (B) or (C)
event to the Corporation (or the Parent or Subsidiary employer) within thirty (30) days after the occurrence of that event, (y) the
Corporation (or the Parent or Subsidiary employer) fails to take appropriate remedial action to remedy such event within thirty (30)
days after receipt of such notice and (z) Participant resigns from his or her employment with the Corporation (or the Parent or
Subsidiary employer) within ninety (90) days following the initial occurrence of the clause (A), (B) or (C) event.
M. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
N. Participant shall mean the person to whom the Award is made pursuant to the Agreement.
O. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
P. Plan shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
Q. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator
of the Plan.
R. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this
Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Participant no
longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which
Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently
continue to perform services for that entity. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or
by the Corporation’s written policy on leaves of absence in effect at the time of such leave, no Service credit shall be given for vesting purposes
for any period the Participant is on a leave of absence.
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