Classmates.com 2010 Annual Report Download - page 196

(c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this
option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the
shares of Common Stock subject to this option would have been converted in consummation of such Change in Control had those shares actually
been outstanding at the time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall
remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common
Stock in consummation of the Change in Control, the successor entity (or parent thereof) may, in connection with the assumption or continuation
of this option, but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common
stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such
common stock is readily tradable on an established U.S. securities exchange.
(d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.
7. Adjustment in Option Shares . Should any change be made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable and proportional adjustments shall be made by the Plan Administrator to (i) the total
number and/or class of securities subject to this option and (ii) the Exercise Price. The adjustments shall be made in such manner as the Plan
Administrator deems appropriate, and those adjustments shall be final, binding and conclusive upon Optionee and any other person or persons
having an interest in the option. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 6(c) above shall be
controlling.
8. Stockholder Rights . The holder of this option shall not have any stockholder rights with respect to the Option
Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.
9. Manner of Exercising Option .
(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at
the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:
(i) Execute and deliver to the Corporation a Notice of Exercise as to the Option Shares for which the
option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation, either directly
or through an on-line internet transaction with a
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