Classmates.com 2010 Annual Report Download - page 264

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.
11.
Clawback . Any 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.
12. Entire Agreement/Construction of Terms .
(a)
This Agreement, together with the Proprietary Information and Inventions Agreement between Employee and the Company,
any Company handbooks and policies in effect from time to time and the applicable stock plans and agreements evidencing the equity awards
made to Employee from time to time during Employee’s period of employment, contains all of the terms of Employee’s employment with the
Company and supersedes any prior understandings or agreements, whether oral or written, between Employee and the Company.
(b)
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 or modified in a manner so as to maximize its
enforceability while giving the greatest effect as possible to the intent of the parties. To the extent any provision cannot be construed or
modified to be enforceable, such provision will be deemed to be eliminated from this Agreement and of no force or effect, and the remainder of
this Agreement will otherwise remain in full force and effect and be construed as if such portion had not been included in this Agreement.
(c) This Agreement is not assignable by Employee. This Agreement may be assigned by the Company to its subsidiaries or to
successors in interest to the Company or its lines of business.
(d)
The severance payments and benefits under this 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 Separation Payment 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 resignation for good reason 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 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.
13.
Amendment and Governing Law . This Agreement may not be amended or modified except by an express written agreement signed
by Employee and the Chief Executive Officer of the Company and approved by the Board of Directors. The terms of this Agreement and the
resolution of any disputes will be governed by California law, and venue for any disputes will be in Los Angeles, California.
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