Classmates.com 2010 Annual Report Download - page 203

W. Notice of Exercise shall mean the notice of option exercise in the form authorized by the Corporation.
X. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant
Notice.
Y. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.
Z. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
AA. Permanent Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of twelve (12)
months or more.
BB. Plan shall mean the Corporation’s 2010 Incentive Compensation Plan, as amended and restated from time to time.
CC. Plan Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its
capacity as administrator of the Plan.
DD. Service shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this
Agreement, Optionee shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Optionee no
longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Optionee
performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Optionee may subsequently continue to perform
services for that entity. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s
written policy on leaves of absence in effect at the time of such leave, no Service credit shall be given for vesting purposes for any period
Optionee is on a leave of absence.
EE. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New
York Stock Exchange.
FF. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain.