Classmates.com 2010 Annual Report Download - page 209

for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Service. In no event, however,
shall this option be exercisable at any time after the close of business on the last business day coincident with or immediately preceding the
Expiration Date.
(d) The applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this
Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise
period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in
compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of this option
beyond the close of business on the last business day coincident with or immediately preceding the Expiration Date.
(e) Should Optionee’s Service be terminated for Cause, or should Optionee engage in any other conduct, while
in Service or following cessation of Service, that is materially detrimental to the business or affairs of the Corporation, as determined in the sole
discretion of the Plan Administrator, then this option, whether or not vested and exercisable at the time, shall terminate immediately and cease to
be outstanding.
(f) Should Optionee’s Service terminate by reason of an Involuntary Termination within twelve (12) months
following a Change in Control and while this option is outstanding, then this option shall remain so outstanding until the close 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 (if any) specifically authorized by the Plan Administrator pursuant to an 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
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