Classmates.com 2010 Annual Report Download - page 241

greater
of (i) the amount of those payments and benefits which would not constitute a parachute payment under Section 280G of the Code or
(ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any Excise Tax imposed on the
payments and benefits provided Employee hereunder (or on any other payments or benefits to which Employee may become entitled in
connection with any change in control or ownership of the Company or the subsequent termination of Employee’s employment with the
Company).
7.
ASSIGNMENT
Neither the Company nor Employee may assign this Agreement or any rights or obligations hereunder except as provided
herein. The Company may assign this Agreement and all of its rights and obligations hereunder to any successor to the business of the
Company. This Agreement will be binding upon the Company and its successors and assigns. In the event of a Change in Control, the
Company shall cause this Agreement to be assumed by the Company’s successor as well as any acquiring or ultimate parent entity, if any,
following any Change in Control, and all references herein to the “ Company ” shall be deemed to include such successor or assignee.
8.
MISCELLANEOUS
8.1
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with
respect to the employment of Employee by the Company and constitutes the entire agreement between the Company and Employee with respect
to its subject matter.
8.2
This Agreement may not be amended, supplemented, modified or extended, except by written agreement which
expressly refers to this Agreement, which is signed by of the parties hereto and which is authorized by the Company’s Board.
8.3
This Agreement is made in and shall be governed by the laws of California, without giving effect to its conflicts-of-
law principles.
8.4
If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to conflict with any
federal, state or local law, or to be otherwise invalid or unenforceable, such provision shall be construed in a manner so as to maximize its
enforceability while giving the greatest effect as possible to the parties’ intent. To the extent any provision cannot be construed to be
enforceable, such provision shall be deemed to be eliminated from this Agreement and of no force or effect and the remainder of this Agreement
shall otherwise remain in full force and effect and be construed as if such portion had not been included in this Agreement.
8.5 Employee represents and warrants to the Company that there is no restriction or limitation, by reason of any
agreement or otherwise, upon Employee’s right or ability to enter into this Agreement and fulfill his obligations under this Agreement.
8.6
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, registered or certified, or delivered either by hand, by messenger or by overnight courier service, and addressed
to the receiving party at the respective address set forth in the heading of this Agreement, or at such other address as such party shall have
furnished to the other party in accordance with this Section 8.6 prior to the giving of such notice or other communication.
8.7
Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement
which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of Employee’s termination
of employment
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