Classmates.com 2010 Annual Report Download - page 242

with the Company will be made to Employee unless Employee’s termination of employment constitutes a “ separation from service ” (as such
term is defined in Treasury Regulations issued under Section 409A of the Code). For purposes of this Agreement, each amount to be paid or
benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. In addition, no payment or
benefit which constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of Employee’s
separation from service will be made to Employee prior to the earlier of (i) the first day of the seventh (7th) month measured from the date of
such separation from service or (ii) the date of Employee’s death, if Employee is deemed at the time of such separation from service to be a
specified employee (as determined pursuant to Code Section 409A and the Treasury Regulations thereunder) and such delayed commencement
is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable
Section 409A deferral period, all payments and benefits deferred pursuant to this Section 8.7 (whether they would have otherwise been payable
in a single sum or in installments in the absence of such deferral) shall be credited with interest at a rate equal to the Company’s cost of funds
and shall be paid provided to Employee in a lump sum on the first day of the seventh (7th) month after the date of Employee’s separation from
service or, if earlier, the first day of the month immediately following the date the Company receives proof of Employee’s death. Any remaining
payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.
8.8
The Severance Payment and benefits under this letter agreement are intended, where possible, to comply with the
“short term deferral exception” and the “involuntary separation pay exception” to Code Section 409A. Accordingly, the provisions of this
Agreement applicable to the Severance Payment described in Section 4.3 and the accelerated vesting of Employee’s equity awards and the
issuance of shares of the Company’s common stock thereunder and the determination of Employee’s separation from service due to termination
of Employee’s employment without cause or Employee’s Involuntary Termination shall be applied, construed and administered so that those
payments and benefits qualify for one or both of those exceptions, to the maximum extent allowable. However, to the extent any payment or
benefit to which Employee becomes entitled under this Agreement is deemed to constitute an item of deferred compensation subject to the
requirements of Code Section 409A, the provisions of this Agreement applicable to that payment or benefit shall be applied, construed and
administered so that such payment or benefit is made or provided in compliance with the applicable requirements of Code Section 409A. In
addition, should there arise any ambiguity as to whether any other provisions of this letter agreement would contravene one or more applicable
requirements or limitations of Code Section 409A and the Treasury Regulations thereunder, such provisions shall be interpreted, administered
and applied in a manner that complies with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder.
8.9
Any compensation deferred by Employee pursuant to one or more non-qualified deferred compensation plans or
arrangements of the Company subject to Section 409A of the Code and not otherwise expressly addressed by the terms of this Agreement, shall
be paid at such time and in such form of payment as set forth in each applicable plan or arrangement governing the payment of any such deferred
amounts.
8.10
A ny amounts paid or payable to Employee pursuant to this Agreement or the Company’s equity or compensation
plans shall be subject to recovery or clawback to the extent required by any applicable law or any applicable securities exchange listing
standards.
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