Classmates.com 2010 Annual Report Download - page 237

controlled by him or his immediate family if those activities do not materially interfere with the services required under this Agreement and do
not present any conflict with the interests of the Company.
3.
COMPENSATION AND OTHER BENEFITS
3.1
Base Salary . During the Term, the Company shall pay to Employee a base salary per fiscal year equal to
Employee’s current base salary (the “ Base Salary ”), with payments to be made in accordance with the Company’s standard payment policy
and subject to such withholding as may be required by law. Employee’s Base Salary shall be increased to include any increases in Employee’s
base salary as approved by the Board, but may not be reduced during the Term without Employee’s written consent.
3.2
Bonus . During the Term, Employee shall also be eligible to receive an annual target bonus of 100% of Employee’s
base salary for each fiscal year (the “ Annual Bonus ”), less withholding required by law, based on performance criteria established by the
Board provided that this target shall not be deemed to establish a maximum bonus and the Board or its compensation committee may award a
bonus equal to more than 100% of Base Salary. Employee’s Annual Bonus shall be increased to include any increases in Employee’s Annual
Bonus as approved by the Board. Employee shall not be eligible to receive any unpaid Annual Bonus if his employment hereunder is terminated
pursuant to either Section 4.1 or if Employee voluntarily resigns. Employee’s bonus awards shall be paid in no event later than the 15th day of
the third month following the end of the taxable year (of the Company or Employee, whichever is later) in which such bonus award is earned.
3.3
Vacation . Employee shall be entitled to five (5) weeks paid vacation per year in accordance with the Company’s
vacation policies.
3.4 Other Benefits . During the Term, Employee shall be entitled to participate in all group life, health, medical, dental
or disability insurance or other employee, health and welfare benefits made available generally to other executives of the Company. If Employee
elects to participate in any of such plans, Employee’s portion of the premium(s) will be deducted from Employee’s paycheck.
3.5
Business Expenses . The Company shall promptly reimburse Employee for all reasonable and necessary business
expenses incurred by Employee in connection with the business of the Company and the performance of his duties under this Agreement, subject
to Employee providing the Company with reasonable documentation thereof. Any such reimbursements paid to Employee shall be made in no
event later than the end of the calendar year following the calendar year in which the expenses were incurred and any amounts so reimbursed in
any one calendar year shall not affect the amounts reimbursable in any other calendar year. Employee’s right to receive such reimbursements
may not be exchanged or liquidated for any other benefit.
3.6
Board of Directors . If Employee is elected to the Board, Employee shall serve as Chairman of the Board.
Employee’s appointments as Chairman and as a member of the Board will automatically terminate upon the termination of Employee’s
employment with the Company for any reason.
4.
TERMINATION
4.1
Termination for Cause .
(a)
Termination “ for cause ” is defined as follows: (1) if Employee is convicted of, or enters a plea of nolo
contendere to, a felony, including any act of moral turpitude that
2