Classmates.com 2010 Annual Report Download - page 201

(iv) a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the
board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised
of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been appointed or
nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such appointment or nomination.
D. Code shall mean the Internal Revenue Code of 1986, as amended.
E. Common Stock shall mean shares of the Corporation’s common stock.
F. Corporation shall mean United Online, Inc., a Delaware corporation, and any successor entity to all or substantially
all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.
G. Disability shall mean the Optionee’s inability to engage in any substantial activity necessary to perform his or her
duties and responsibilities under his or her Employment Agreement by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12)
months.
H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary) subject to
the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.
I. Employment Agreement shall mean the Employment Agreement between Optionee and the Corporation (or any
Parent or Subsidiary) in effect on the Award Date.
J. Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement.
K. Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice.