Classmates.com 2010 Annual Report Download - page 215

APPENDIX
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Stock Option Agreement.
B. Board shall mean the Corporation’s Board of Directors.
C. Cause shall mean Optionee’s commission of any act of fraud, embezzlement or dishonesty, any unauthorized use or
disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss
Optionee or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts
or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for a termination for Cause.
D. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the
following transactions:
(i) the closing of a merger, consolidation or other reorganization approved by the Corporation’s
stockholders in which a change in ownership or control of the Corporation is effected through the acquisition by any person or group of
persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction, directly or indirectly controls, is controlled by or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation’s outstanding securities (as measured in terms of the power to vote with respect to the
election of Board members),
(ii) the closing of a sale, transfer or other disposition of all or substantially all of the Corporation’s assets,
(iii) the closing of any transaction or series of related transactions pursuant to which any person or any
group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common
control with, the Corporation) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more
acquisitions within the twelve (12)-month period ending with the most recent acquisition) beneficial ownership