Classmates.com 2010 Annual Report Download - page 214

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent)
this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any
reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason
of Permanent Disability.
(b) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to
the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes
exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or
other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any
other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar
year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non
-Statutory Option.
(c) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall
qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of
the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control transaction occurs does
not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for
which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option
plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar
year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non
-Statutory Option.
(d) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock
which become exercisable for the first time in the same calendar year as this option, then for purposes of the foregoing limitations on the
exercisability of such options as Incentive Options, this option and each of those other options shall be deemed to become first exercisable in that
calendar year, on the basis of the chronological order in which such options were granted, except to the extent otherwise provided under
applicable law or regulation.
17. Employment at Will . Nothing in this Agreement or in the Plan shall confer upon Optionee any right to remain in
Employee status for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Employee status
at any time for any reason, with or without Cause.
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18. Plan Prospectus . Optionee may obtain a copy of the official prospectus for the Plan by accessing Optionee’s
portfolio on Fidelity’s website (www.fidelity.com). Optionee may also obtain a printed copy of the prospectus by contacting the Stock Plan
Administrator by telephoning .
19. Optionee Acceptance . Optionee must accept the terms and conditions of this Agreement either electronically
through the electronic acceptance procedure established by the Corporation or through a written acceptance delivered to the Corporation in a
form satisfactory to the Corporation. In no event shall this option be exercised in the absence of such acceptance.
IN WITNESS WHEREOF , United Online, Inc. has caused this Agreement to be executed on its behalf by its duly-authorized officer
on the day and year first indicated in the Grant Notice.
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UNITED ONLINE, INC.
By:
Title: