Classmates.com 2010 Annual Report Download - page 198

(c) In no event may this option be exercised for any fractional shares.
10. Compliance with Laws and Regulations .
(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to
compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any
Stock Exchange on which the Common Stock is listed for trading at the time of such exercise and issuance.
(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by
the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any
liability with respect to the non-
issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation,
however, shall use its best efforts to obtain all such approvals.
11. Successors and Assigns . Except to the extent otherwise provided in Paragraphs 3 and 6 above, the provisions of
this Agreement shall inure to the benefit of and be binding upon the Corporation and its successors and assigns and Optionee, Optionee’s
assigns, the legal representatives, heirs and legatees of Optionee’s estate and any beneficiaries of this option designated by Optionee.
12. Notices . Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be
in writing and addressed to the Corporation at its principal corporate offices and directed to the attention of the Stock Plan Administrator. Any
notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the most current address then indicated for
Optionee on the Corporation’s employee records or shall be delivered electronically to Optionee through the Corporation’s electronic mail
system. All notices shall be deemed effective upon personal delivery or delivery through the Corporation’s electronic mail system or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.
13. Construction . This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are
in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the provisions of this Agreement and the
terms of the Plan, the terms of the Plan shall be controlling. All decisions of the Plan Administrator with respect to any question or issue arising
under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.
14. Governing Law
. The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to California’s conflict-of-laws rules.
15. Excess Shares . If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares
of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess
shares, unless stockholder approval of an amendment sufficiently increasing the number of
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