Classmates.com 2010 Annual Report Download - page 210

option is to be assumed by the successor entity (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the
Change in Control transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to
be replaced with a cash retention program of the successor entity (or parent thereof) which preserves the spread existing at the time of the
Change in Control on any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market
Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent vesting and concurrent
payout of that spread in accordance with the same Exercise Schedule for those Option Shares set forth in the Grant Notice. Notwithstanding the
foregoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the
extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section
409A and the Treasury Regulations thereunder.
(b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to
be outstanding, except to the extent assumed by the successor entity (or parent thereof) or otherwise continued in effect pursuant to the terms of
the Change in Control transaction.
(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) Immediately upon an Involuntary Termination of Optionee’
s Service within twelve (12) months following a
Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically vest and become exercisable on an accelerated basis as to an additional number of Option Shares
equal to the greater
of (i) an additional [ ] of the total number of Option Shares or (ii) the additional number of Option Shares for which
this option would have otherwise, in accordance with the normal Exercise Schedule, been vested and exercisable at the time of such Involuntary
Termination had Optionee completed an additional period of Service equal in duration to the actual period of Service completed by Optionee
between the Grant Date and the date of such Involuntary Termination and had the option become exercisable for the Option Shares in successive
equal monthly installments over the duration of the Exercise Schedule. In no event, however, shall the number of additional Option Shares for
which this option becomes exercisable on such an accelerated basis exceed the number of Option Shares for which this option is not otherwise
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