Classmates.com 2010 Annual Report Download - page 193

Family Members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option
pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior
to such assignment.
4. Dates of Exercise .
(a) This option shall become exercisable for the Option Shares in one or more installments in accordance with
the Exercise Schedule set forth in the Grant Notice. As the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.
(b) Optionee’s Employment Agreement sets forth certain terms and conditions under which Optionee’s equity
or equity-based awards from the Corporation, including this option, may vest in whole or in part on an accelerated basis in connection with his
cessation of Service under various specified circumstances. To the extent this option vests in accordance with the terms and conditions of those
vesting acceleration provisions of the Employment Agreement, this option shall become immediately exercisable for the Option Shares as to
which the vesting acceleration pertains and may be exercised for any or all of those Option Shares until this option terminates in accordance with
the provisions of Paragraph 5. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations
governing the accelerated vesting of this option, including (without limitation) the execution and delivery of an effective general release), as they
apply to this option, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in
this Agreement. Such vesting acceleration provisions and the conditions relating thereto shall also apply to any cash retention program
established pursuant to Paragraph 6(a).
5. Cessation of Service
. The option term specified in Paragraph 2 above shall terminate (and this option shall cease to
be outstanding) prior to the Expiration Date should any of the following provisions become applicable:
(a) Except as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should
Optionee cease to remain in Service for any reason while this option is outstanding, then Optionee shall have until the close of business on the
last business day coincident with or immediately preceding the expiration of the three (3)-
month period measured from the date of such cessation
of Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of
Optionee’s cessation of Service, but in no event shall this option be exercisable at any time after the close of business on the last business day
coincident with or immediately preceding the Expiration Date.
(b) In the event Optionee ceases Service by reason of his or her death while this option is outstanding, then this
option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of
Service, by (i) the personal representative of Optionee’s estate or (ii) the person or
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