Classmates.com 2010 Annual Report Download - page 239

Stock (the “ Restricted Unit Awards ”) and restricted shares of the Company’s Common Stock (the “ Restricted Shares ”), if Employee’s
employment is terminated without cause or due to Employee’s death or permanent disability, or if Employee is Involuntarily Terminated:
(i)
Each Option Award will become vested and exercisable with respect to all non-vested shares;
(ii)
Each Restricted Unit Award (including the Sign-On Restricted Unit Award granted pursuant to the
Prior Agreement) will become vested with respect to all non-vested shares, except to the extent otherwise provided in any Restricted
Unit Award granted after the date this Agreement is effective, and any shares which so vest shall be issued in accordance with the terms
of the applicable award agreement; and
(iii)
The Company’s repurchase option will lapse with respect to all Restricted Shares.
If Employee is Involuntarily Terminated, to the extent permitted under Section 409A of the Internal Revenue Code of 1986, as
amended, (the “ Code ”), all of Employee’s options to purchase the Company’s Common Stock shall be exercisable for a one (1) year period
following the date of termination (or until expiration of their term, if earlier).
Employee shall be deemed terminated without cause if Employee resigns following a material breach by the Company of its
obligations hereunder; provided, however, (i) Employee shall first provide the Company with written notice of such breach within ninety (90)
days after the conduct occurs giving rise to such breach, (ii) the Company shall have thirty (30) days following such notice to cure such breach
and (iii) Employee’
s termination of employment must occur within one hundred eighty (180) days following the initial existence of such breach.
Employee shall be deemed “ Involuntarily Terminated ” if (i) the Company or any successor to the Company terminates Employee’s
employment without cause in connection with or following a Change in Control; or (ii) in connection with or following a Change in Control
there is (a) a material decrease in Employee’s authorities, duties or responsibilities (it being deemed to be a material decrease in authorities,
duties and/or responsibilities if Employee is not offered and provided the position of Chairman of the Board of Directors and Chief Executive
Officer of the Company or its successor as well as the acquiring and ultimate parent entity, if any, following a Change in Control), (b) a material
decrease in pay and/or benefits from those provided by the Company immediately prior to the Change in Control, (c) a requirement that
Employee re-
locate out of the greater Los Angeles metropolitan area, or (d) a failure by any successor to Company to confirm in writing that this
Agreement remains in full force and effect; provided, however, (i) Employee shall first provide the Company with written notice of the
occurrence of the conduct constituting the grounds for such involuntary termination within ninety (90) days after the occurrence of such
conduct, (ii) the Company shall have thirty (30) days following such notice to cure such conduct, and (iii) Employee terminates his employment
with the Company within one hundred eighty (180) days following the initial occurrence of such conduct.
“ Change in Control ” shall mean a change in ownership or control of the Company effected through any of the following
transactions: (i) the closing of a merger, consolidation or other reorganization approved by the Company’s stockholders in which a change in
ownership or control of the Company is effected through the acquisition by any person or group of persons comprising a “group” within the
meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Company or a person that, prior to such transaction, directly or indirectly controls,
is controlled by or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s
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