Classmates.com 2010 Annual Report Download - page 194

persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death. However, if
Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then
the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following Optionee’s death. Any such right to
exercise this option shall lapse, and this option shall cease to be outstanding, upon the close of business on the last business day coincident with
or immediately preceding the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the
Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable
Option Shares for which the option has not otherwise been exercised.
(c) Should Optionee cease Service by reason of Disability 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 twelve (12)-
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 such cessation of Service. In no event, however, 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.
Note: Unless such Disability also constitutes Permanent Disability, the exercise of this option more than three
(3) months after the Optionee’s cessation of Employee status by reason of Disability will result in the taxation of the option as a
Non-Statutory Option even if the option is designated an Incentive Stock Option in the Grant Notice.
(d) The applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this
Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise
period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in
compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of this option
beyond the close of business on the last business day coincident with or immediately preceding the Expiration Date.
(e) Should Optionee’s Service be terminated With Cause, or should Optionee engage in any other conduct,
while in Service or following cessation of Service, that is materially detrimental to the business or affairs of the Corporation, as determined in
the sole discretion of the Plan Administrator, then this option, whether or not vested and exercisable at the time, shall terminate immediately and
cease to be outstanding.
(f) Should Optionee’s Service terminate by reason of an Involuntary Termination within the period
commencing with the Corporation’s execution of a definitive agreement for a Change in Control transaction and ending with the earlier of
(i) the termination of that agreement without the consummation of such Change in Control or (ii) the expiration of the twenty-four (24)-month
period measured from the effective date of such Change in Control and while this option is outstanding, then this option shall remain so
outstanding until the close
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