Classmates.com 2010 Annual Report Download - page 238

adversely impacts the Company or any of its subsidiaries, (2) if Employee commits an act of actual fraud, embezzlement, theft or similar
dishonesty against the Company or any of its subsidiaries that adversely and materially impacts the Company or any of its subsidiaries, (3) if
Employee commits any willful misconduct or gross negligence resulting in material harm to the Company or any of its subsidiaries, or (4) if
Employee fails, after receipt of detailed written notice and after receiving a period of at least thirty (30) days following such notice to cure such
failure, to use his reasonable good faith efforts to follow the reasonable and lawful direction of the Board and to perform his obligations
hereunder.
The Company may terminate this Agreement immediately (except as required by clause 4.1(a)(4) above) for any of the reasons
stated in Section 4.1(a) by giving written notice to Employee without prejudice to any other remedy to which the Company may be entitled. The
notice of termination shall specify the grounds for termination. If Employee’s employment hereunder is terminated “for cause” pursuant to this
Section 4.1, Employee shall be entitled to receive hereunder his accrued but unpaid Base Salary and vacation pay through the date of
termination, and reimbursement for any expenses as set forth in Section 3.5, through the date of termination, but shall not be entitled to receive
any unpaid portion of the Annual Bonus or any other amount except for amounts earned under any plan (including criteria for the Annual Bonus)
but not yet paid as of the date of termination.
4.2
Termination Without Cause . If Employee’s employment is terminated without “cause” as defined in Section 4.1
(a) or he is Involuntarily Terminated, he will be eligible for the severance benefits set forth in Section 4.3.
4.3
Severance Payments and Other Benefits Upon Termination Without Cause or Involuntary Termination . If the
Company terminates Employee’s employment hereunder without cause, or if Employee is Involuntarily Terminated, the Company (or its
successor, as the case may be) shall pay to Employee (i) any accrued but unpaid Base Salary and vacation through the date of termination and
(ii) reimbursement for any expenses as set forth in Section 3.5, through the date of termination. Additionally, subject to Employee entering into
and not revoking a release of claims in favor of the Company and abiding by the non-solicitation provisions set forth in Section 5 below, the
Company (or its successor, as the case may be) shall pay to Employee a severance payment (the “ Severance Payment ”) equal to the sum of
(x) the Bonus Amount (as defined below), prorated through the date of termination, and (y) a severance payment in an amount equal to three
times the sum of Employee’s Base Salary and the Bonus Amount, payable in one lump sum on the date of termination, subject to withholding as
may be required by law. For the purposes of Section 4.3(x) and Section 4.3(y) above, the term “ Bonus Amount ” shall mean 100% of
Employee’s then current Base Salary or, in the event of Involuntary Termination, the greater of 100% of Employee’
s then current Base Salary, or
the Annual Bonus paid to Employee for the preceding fiscal year. The release required as a condition to Employee’s entitlement to such
Severance Payment shall be a comprehensive agreement releasing the Company and its officers, directors, employees, stockholders, subsidiaries,
affiliates, representatives and other related parties from all claims that Employee may have with respect to such parties relating to Employee’s
employment with the Company and the termination of that employment relationship and containing such customary other and additional terms as
the Company reasonably deems satisfactory and must be delivered within twenty-one (21) days (or forty-five (45) days if such longer period is
required under applicable law) after the date of Employee’s termination of employment. The Severance Payment to which Employee
accordingly becomes entitled hereunder will be made to Employee in a lump sum on the third business day following the expiration of the
maximum applicable review/delivery and revocation periods with respect to the required release or as soon as administratively practicable
thereafter, but in no event later than the sixtieth (60 ) day following the date of Employee’s termination of employment.
With respect to Employee’s outstanding options to purchase shares of the Company’s Common Stock (“ Option Awards ”),
restricted unit awards covering shares of the Company’s Common
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