Classmates.com 2010 Annual Report Download - page 217

L. Expiration Date shall mean the date specified in the Grant Notice for measuring the maximum term for which the
option may remain outstanding.
M. Fair Market Value
per share of Common Stock on any relevant date shall be the closing price per share of Common
Stock at the close of regular trading hours (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving as the
primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the
Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the
Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which such quotation exists.
N. Family Member shall mean any of the following members of Optionee’s family: any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law.
O. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.
P. Grant Notice shall mean the Notice of Grant of Stock Option informing Optionee of the basic terms of the option
subject to this Agreement.
Q. Involuntary Termination shall mean the termination of Optionee’s Service by reason of:
(i) Optionee’s involuntary dismissal or discharge by the Corporation for reasons other than for Cause, or
(ii) Optionee’s voluntary resignation following (A) a material reduction in the scope of his or her day-to-day
responsibilities with the Corporation (or any Parent or Subsidiary) it being understood that a change in such individual’s title shall not,
in and of itself, be deemed a material reduction, (B) a material reduction in Optionee’s base salary, which shall be deemed to occur if
such reduction is more than fifteen percent (15%), or (C) a material relocation of Optionee’
s principal place of employment, which shall
be deemed to occur if such relocation is more than fifty (50) miles; provided, however, that Optionee’s resignation for any of the
foregoing reasons shall constitute an Involuntary Termination only if the following requirements are satisfied: (x) Optionee provides
written notice of the clause (A), (B) or (C) event to the Corporation (or the Parent or Subsidiary employer) within thirty (30) days after
the occurrence of that event, (y) the Corporation (or the Parent or Subsidiary employer) fails to take appropriate remedial action to
remedy such event within