Classmates.com 2010 Annual Report Download - page 216

(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 securities (as measured in terms of the power to vote with respect to the election of Board members)
outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves
a direct issuance from the Corporation or the acquisition of outstanding securities held by one or more of the Corporation’s existing
stockholders,
(iv) a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the
board of directors of the surviving entity or the entity acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less
such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised
of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been appointed or
nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such appointment or nomination.
E. Code shall mean the Internal Revenue Code of 1986, as amended.
F. Common Stock shall mean shares of the Corporation’s common stock.
G. Corporation shall mean United Online, Inc., a Delaware corporation, and any successor entity to all or substantially
all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.
H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary) subject to
the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.
I. Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement.
J. Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice.
K. Exercise Schedule shall mean the schedule set forth in the Grant Notice pursuant to which the option is to become
exercisable for the Option Shares in one or more installments over the Optionee’s period of Service.