Classmates.com 2010 Annual Report Download - page 223

“ Involuntary Termination ” or “ Involuntarily Terminated ” means the following: (i) you are terminated by the Company or any
successor to the Company or any Covered Subsidiary for reasons other than Misconduct (as defined below) during the Transaction
Protection Period or (ii) your employment terminates as a result of a Resignation for Good Reason during the Transaction Protection
Period. Unless otherwise determined by the Chief Executive Officer of United Online, Inc., the Involuntary Termination provisions of the
Plan shall only apply in the event of a Change in Control or Corporate Transaction with respect to United Online, Inc.
“ Misconduct ” means the (i) commission of any act of fraud, embezzlement or dishonesty, (ii) any unauthorized use or disclosure of
confidential information or trade secrets of the Company (or any other member of the Employer Group), (iii) any intentional misconduct
adversely affecting the business or affairs of the Company (or any other member of the Employer Group), or (iv) failure to use reasonable
efforts to follow reasonable directives or instructions of a manager or supervisor after written notice of such failure that specifies in detail
the reasons for such failure and a chance to remedy such failure.
“ Plan Administrator ” means the Compensation Committee of the Board of Directors of the Company or any other committee
appointed by the Board of Directors to perform the functions of the Compensation Committee (the “ Committee ”)
or any person, committee
or entity to whom or which the Committee delegates any of its power or duties under the Plan from time to time.
“ Resignation for Good Reason ” means the termination of your employment during the Transaction Protection Period as a result of
your resignation for either of the following reasons: (A) a material reduction in the amount of base salary in effect for you immediately prior
to the commencement of the Transaction Protection Period or (B) a relocation of your primary place of employment by more than fifty (50)
miles; provided, however , that your resignation for either of the foregoing reasons shall constitute a Resignation for Good Reason only if
the following requirements are satisfied: (i) you provide written notice of the clause (A) or (B) event to your Employer within thirty (30)
days after the occurrence of that event, (ii) your Employer fails to take appropriate remedial action to remedy such event within thirty (30)
days after receipt of such notice and (iii) you resign from your employment with such Employer within ninety (90) days following the initial
occurrence of the clause (A) or (B) event.
“ Separation from Service ” means your cessation of employment with your Employer (as defined herein) and all other members of the
Employer Group and shall be deemed to occur at such time as the level of bona fide services you are render as such an employee (or non-
employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services you
rendered as an employee of the Company or any other member of the Employer Group during the immediately preceding thirty-six (36)
months (or such shorter period of time in which your have been in such employee status). Any such determination, however, shall be made
in accordance with the applicable standards of the Treasury Regulations issued under Internal Revenue Code Section 409A.
“ Transaction ” means a Change in Control or a Corporate Transaction, as such terms are defined herein.
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