Classmates.com 2010 Annual Report Download - page 269

6.
At Will Employment . Notwithstanding anything to the contrary contained herein, Employee’s employment with the Company is “at
will” and will not be for any specified term, meaning that either Employee or the Company will be entitled to terminate Employee’
s employment
at any time and for any reason, with or without cause or advance notice. Any contrary representations that may have been made to Employee are
hereby superseded by the terms set forth in this Agreement. This is the full and complete agreement between Employee and the Company on
this subject. Although Employee’s job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures,
may change from time to time, the “at will” nature of Employee’s employment may only be changed in an express written agreement signed by
Employee and the Chief Executive Officer of the Company and approved by the Board of Directors.
7.
Separation from Service .
(a)
Termination by Employee. If Employee terminates his employment with the Company for any reason other than as a result
of his death or Disability or his resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this
Agreement will cease, other than the obligation to pay Employee, on his employment termination date, any earned but unpaid compensation for
services rendered through that termination date and any accrued but unused vacation days as of that termination date (collectively, the “
Accrued
Obligations ”). If Employee terminates his employment with the Company for “good reason” (as defined below) during the Term, then in
addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’
s satisfaction of the Release Condition set forth
in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the
same extent as if Employee’s employment had been terminated by the Company “without cause” (as defined below) during the Term, and
Employee will also be entitled, in accordance with the applicable provisions of Section 4 above, to the accelerated vesting of any equity awards
Employee holds at the time of such termination. Following Employee’s termination of his employment with the Company under this Section 7
(a), Employee will continue to be obligated to comply with the terms of Employee’s Proprietary Information and Inventions Agreement and the
restrictive covenants set forth in Section 9 below.
(b)
Termination by the Company. If Employee’s employment is terminated by the Company “without cause” (as defined
below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction
of the Release Condition set forth below in this Section 7(b), become entitled to a cash separation payment (the “ Separation Payment ”) in an
aggregate amount equal to three (3) times the base salary at the annual rate in effect for Employee at the time. In addition, contingent upon
Employee’s satisfaction of the Release Condition, Employee will be eligible for the following additional separation payments (the “ Additional
Payments ”):
(I)
Employee will be eligible for an additional separation payment in an amount equal to a pro-rated bonus for the fiscal
year in which such involuntary termination occurs. Such pro-rated bonus will be determined by multiplying (A) the actual bonus (if
any) Employee would have earned for that fiscal year, based on the level at which the applicable performance goals for such fiscal year
are in fact attained, had Employee continued in the Company’s employ through the date that bonus award becomes due and payable by
(B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in
the Company’s employ during that fiscal year and the denominator of which is twelve (12), with such pro-rated bonus (if any) to be
paid at the same time and in same form that the bonus payment for such fiscal year would have been made following the completion of
that fiscal year had Employee remained in the Company’s employ through the payment date. However, if
4