Classmates.com 2010 Annual Report Download - page 229

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During the limited post-employment exercise period and pursuant to the procedures specified in the applicable stock option
agreement(s), you may exercise any outstanding stock options that vested on or prior to the effective date of your Layoff
Termination.
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You will receive information describing unemployment insurance benefits separately.
V. OTHER IMPORTANT INFORMATION
A. Plan Administration . The Plan Administrator has full discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for participation and for benefits under the Plan, the amount of benefits (if any) payable per
participant, and to interpret terms of the Plan; provided, however, that the Plan Administrator shall not have discretion to change the severance
amount or payment terms during the Transaction Protection Period. The Plan Administrator may delegate any or all of its duties to Company
personnel. Any such delegation will carry with it the full discretionary authority of the Plan Administrator to carry out the delegated duties.
Any determination by the Plan Administrator or its delegate will be final and conclusive upon all persons. The Company will indemnify and
hold harmless any person to whom it delegates its responsibilities; provided, however, such person does not act with gross negligence or willful
misconduct.
It is the intention of the Company and the other Employers that this Plan continues to comply with the requirements of the
short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is
any ambiguity as to whether one or more provisions of this Plan would otherwise contravene the requirements or limitations of Code
Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not
result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such
exception.
B. Benefits . All benefits will be paid from the general assets of the Company. The Company is not required to and will not establish a
trust to fund the Plan. The benefits provided under this Plan are not assignable and may be conditioned upon your compliance with any
confidentiality agreement you have entered into with the Company or upon your compliance with any Company policy or program. The
payment of benefits under this Plan does not increase the benefits due to you under any other benefit plan or Company policy.
C. Claims Procedure .
1. Application for Benefits. If you believe you are incorrectly denied a benefit or are entitled to a greater benefit than the
benefit you receive under the Plan, you may submit a signed, written application to the Chief Personnel Officer of the Company within ninety
(90) days after the effective date of your Layoff Termination or Involuntary Termination.
2. Denial of Application for Benefits . In the event that your application for benefits is denied in whole or in part, the Plan
Administrator must notify you, in writing, of the denial of the application, and of your right to review the denial. The written notice of denial
will be set forth in a manner designed to be understood by you, and will include specific reasons for the denial, specific references to the Plan
provision upon which the denial is based, a description of any information or material that the Plan Administrator needs to complete the review
and an explanation of the Plan’s review procedure. This written notice will be given to
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