Classmates.com 2010 Annual Report Download - page 222

“ Change in Control ” means the event of a change in ownership or control of United Online, Inc. affected through either of the
following transactions:
(i) the acquisition, directly or indirectly, by any person or related group of persons (other than United Online, Inc. or a
person that directly or indirectly controls, is controlled by, or is under common control with, United Online, Inc.) of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent
(50%) of the total combined voting power of the outstanding securities of United Online, Inc. pursuant to a tender or exchange offer made
directly to the stockholders of United Online, Inc., or
(ii) a change in the composition of the Board of Directors of United Online, Inc. (“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 elected 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 election or nomination.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.
“ Corporate Transaction ” means either of the following stockholder-approved transactions to which United Online, Inc. is a party:
(i) a merger or consolidation in which the record and beneficial ownership of securities possessing more than fifty
percent (50%) of the total combined voting power of the outstanding securities of United Online, Inc. are transferred, both beneficially and
of record, to a person or persons different from the persons holding those securities immediately prior to such transaction (for example, it
will not be a Corporate Transaction if following the transaction United Online, Inc. is directly or indirectly (including through a parent or
one or more subsidiaries) controlled by the person or persons who controlled 50% of the outstanding securities of United Online, Inc. prior
to such transaction), or
(ii) the sale, transfer or other disposition of all or substantially all of the assets of United Online, Inc. resulting in the
complete liquidation or dissolution of United Online, Inc.
“ Covered Subsidiary ” means any subsidiary listed in attached Schedule A , as such schedule may be revised from time to time, as a
participating Employer in the Plan.
“Employer Group” means the Company and each member of the group of commonly controlled corporations or other businesses that
include the Company, as determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder,
except that in applying Sections 1563(1), (2) and (3) of the Code for purposes of determining the controlled group of corporations under
Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such
sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under
common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the
latter phrase appears in Section 1.414(c)-2 of the Treasury Regulations.
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