Classmates.com 2010 Annual Report Download - page 192

EXHIBIT A
UNITED ONLINE, INC.
STOCK OPTION AGREEMENT
RECITALS
A. The Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation’s service with the
opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service
relationship with the Corporation.
B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee.
C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.
NOW, THEREFORE , it is hereby agreed as follows:
1. Grant of Option . The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the
number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term
specified in Paragraph 2 at the Exercise Price.
2. Option Term . The term of this option shall commence on the Grant Date and continue in effect until the close of
business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.
3. Limited Transferability .
(a) Except to the limited extent provided in Paragraph 3(b), this option shall be neither transferable nor
assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this
option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death
while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this
Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following
Optionee’s death.
(b) If this option is designated a Non-Statutory Option in the Grant Notice, then this option may, with the Plan
Administrator’s consent, be assigned in whole or in part during Optionee’s lifetime through a gratuitous transfer to one or more of Optionee’s
Family Members or to a trust established for the exclusive benefit of Optionee and/or one or more such