Classmates.com 2010 Annual Report Download - page 212

(B) shares of Common Stock (whether delivered in the form of actual stock certificates or
through attestation of ownership in a manner reasonably satisfactory to the Corporation) held for the requisite period (if any)
necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or
(C) through a special sale and remittance procedure pursuant to which Optionee (or any other
person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably
satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-
clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares so that
such brokerage firm can remit to the Corporation, on the settlement date, sufficient funds out of the resulting sale proceeds to
cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Withholding Taxes and (ii) to the
Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date.
Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of
the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in
connection with the option exercise.
(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the
option (if other than Optionee) have the right to exercise this option.
(iv) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all applicable Withholding Taxes.
(b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any
other person or persons exercising this option) a certificate for the purchased Option Shares (either in paper or electronic form), with the
appropriate legends affixed thereto.
(c) In no event may this option be exercised for any fractional shares.
10. Compliance with Laws and Regulations .
(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to
compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any
Stock Exchange on which the Common Stock is listed for trading at the time of such exercise and issuance.
8