Classmates.com 2010 Annual Report Download - page 195

of business on the last business day coincident with or immediately preceding the earliest to occur of (i) the expiration of the twelve (12)-month
period measured from the date of such Involuntary Termination, (ii) the termination of the option in accordance with Paragraph 6(b) or (iii) the
Expiration Date.
(g) During the limited period of post-Service exercisability provided under this Paragraph 5, this option may
not be exercised in the aggregate for more than the number of Option Shares for which this option is at the time vested and exercisable. Except
to the extent otherwise provided in the Employment Agreement or as specifically authorized by the Plan Administrator pursuant to the terms of
any other express written agreement with the Optionee, this option shall not vest or become exercisable for any additional Option Shares,
whether pursuant to the normal Exercise Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraph 6
below, following Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the close of business
on the last business day coincident with or immediately preceding the Expiration Date, this option shall terminate and cease to be outstanding for
any exercisable Option Shares for which the option has not otherwise been exercised.
6. Special Acceleration of Option .
(a) This option, to the extent outstanding at the time of an actual Change in Control but not otherwise fully
exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Change in Control, become
exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully
vested shares of Common Stock. However, this option shall not become exercisable on such an accelerated basis if and to the extent: (i) this
option is to be assumed by the successor entity (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the
Change in Control transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to
be replaced with a cash retention program of the successor entity (or parent thereof) which preserves the spread existing at the time of the
Change in Control on any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market
Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent vesting and concurrent
payout of that spread in accordance with the same Exercise Schedule for those Option Shares set forth in the Grant Notice or the special vesting
acceleration provisions of the Employment Agreement applicable to this option. Notwithstanding the foregoing, no such cash retention program
shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be
deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations
thereunder.
(b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to
be outstanding, except to the extent assumed by the successor entity (or parent thereof) or otherwise continued in effect pursuant to the terms of
the Change in Control transaction.
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