Classmates.com 2010 Annual Report Download - page 211

exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule. The balance credited to any cash
retention program maintained for Optionee pursuant to Paragraph 6(a) at the time of his or her Involuntary Termination within twelve (12)
months following a Change in Control shall also vest and become immediately payable on a partially-accelerated basis in accordance with the
same vesting-acceleration formula set forth above for the Option Shares.
(e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or
assets.
7. Adjustment in Option Shares . Should any change be made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be
substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable and proportional adjustments shall be made by the Plan Administrator to (i) the total
number and/or class of securities subject to this option and (ii) the Exercise Price. The adjustments shall be made in such manner as the Plan
Administrator deems appropriate, and those adjustments shall be final, binding and conclusive upon Optionee and any other person or persons
having an interest in the option. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 6(c) above shall be
controlling.
8. Stockholder Rights . The holder of this option shall not have any stockholder rights with respect to the Option
Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.
9. Manner of Exercising Option .
(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at
the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:
(i) Execute and deliver to the Corporation a Notice of Exercise as to the Option Shares for which the
option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation, either directly
or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the
exercise of this option for one or more Option Shares.
(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:
(A) cash or check made payable to the Corporation; or
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