Classmates.com 2010 Annual Report Download - page 270

such involuntary termination occurs in the same fiscal year of the Company in which a Change in Control occurs, then such pro-rated
bonus will instead be determined by (1) multiplying (A) Employee’s target bonus for that fiscal year 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) and (2) reducing such amount by any bonus earned by Employee for the
same fiscal year under Section 3 of this Agreement, with such pro-
rated bonus to be paid (in the same form in which the bonus payment
for such fiscal year would have been paid had Employee remained in the Company’s employ through the payment date) as follows:
(i)
if such Change in Control occurs on or before the date of such involuntary termination, then such payment
shall be made on the date on which the first monthly installment of the Separation Payment (or, in the case of a termination
following a Qualifying Change in Control (as defined below), the lump sum Separation Payment) is paid; or
(ii)
if such Change in Control occurs after the date of such involuntary termination, then such payment shall be
made on the later of (x) the third (3rd) business day following the effective date of such Change in Control or (y) the sixtieth
(60th) day following the date of Employee’s separation from service (as defined below) or, if such sixtieth (60th) day is not
otherwise a business day, then the immediately preceding business day.
(II)
In addition, if the date of such involuntary termination occurs after the end of a fiscal year of the Company but prior
to the date in the subsequent fiscal year on which Employee’s bonus for that fiscal year would have otherwise become due and payable
on the basis of the applicable performance goals attained for that year had Employee continued in employment with the Company, then
the Company will pay Employee an additional separation payment equal to the bonus that Employee would have received on the basis
of the attained performance goals had Employee remained employed by, and in good standing with, the Company through the payment
date for such bonus, with that amount to be paid in a lump sum (in the same form in which such bonus payment would have been paid
had Employee remained in the Company’s employ through the payment date) on the later of (i) the date on which the first monthly
installment of the Separation Payment (or, in the case of a termination following a Qualifying Change in Control, the lump sum
Separation Payment) is paid to Employee as set forth below in this Section 7(b) or (ii) the date such bonus would have been paid to
Employee pursuant to Section 3 of this Agreement had Employee continued in the Company’s employ through such payment date.
(III)
In no event shall any such Additional Payment be made later than the last day of the applicable period necessary to
qualify such Additional Payment for the short-term deferral exception under Code Section 409A.
Payment of the Separation Payment and the Additional Payments (if any) and the accelerated vesting of Employee’s equity awards
under Section 4 will each be contingent upon the satisfaction of the following requirements (collectively the “ Release Condition” ):
(i) Employee must execute and deliver to the Company, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is
required under applicable law) after the effective date of Employee’s termination of employment, a
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