Classmates.com 2010 Annual Report Download - page 274

of the applicable deferral period, all payments and benefits deferred pursuant to this Section 7(e) (whether they would have otherwise been
payable in a single sum or in installments in the absence of such deferral) shall be paid or 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 herein.
(f)
Provisions Applicable to “Specified Employee”. Notwithstanding Section 7(e) above, the following provisions shall also
be applicable to Employee if Employee is a “specified employee” at the time of Employee’s separation of service:
(i)
Any payments or benefits which become due and payable to Employee during the period beginning with the date of
Employee’s separation from service and ending on March 15 of the following calendar year and otherwise qualify for the short-term
deferral exception to Code Section 409A shall not be subject to the holdback provisions of Section 7(e) and shall accordingly be paid as
and when they become due and payable under this Agreement in accordance with such short-term deferral exception to Code
Section 409A.
(ii)
The remaining portion of the payments and benefits to which Employee becomes entitled under this Agreement, to
the extent they do not in the aggregate exceed the dollar limit described below and are otherwise scheduled to be paid no later than the
last day of the second calendar year following the calendar year in which Employee’s separation from service occurs, shall not be
subject to the holdback provisions of Section 7(e) and shall be paid to Employee as they become due and payable under this
Agreement. For purposes of this subparagraph (ii), the applicable dollar limitation will be equal to two times the lesser of
(i) Employee’s annualized compensation (based on Employee’s annual rate of pay for the calendar year preceding the calendar year of
Employee’s separation from service, adjusted to reflect any increase during that calendar year which was expected to continue
indefinitely had such separation from service not occurred) or (ii) the compensation limit under Section 401(a)(17) of the Code as in
effect in the year of such separation from service. To the extent the portion of the severance payments and benefits to which Employee
would otherwise be entitled under this Agreement during the deferral period under Section 7(e) exceeds the foregoing dollar limitation,
such excess shall be paid in a lump sum upon the expiration of that deferral period, in accordance with the deferred payment provisions
of Section 7(e), and the remaining severance payments and benefits (if any) shall be paid in accordance with the normal payment dates
specified for them herein.
8.
Withholding Taxes . All forms of compensation payable pursuant to the terms this Agreement, whether payable in cash, shares of the
Company’s common stock or other property, are subject to reduction to reflect the applicable withholding and payroll taxes.
9. Restrictive Covenants . Until one (1) year after the termination of Employee’s employment with the Company, Employee will not,
directly or indirectly, solicit or recruit for employment, any person or persons who are employed by Company or any of its subsidiaries or
affiliates, or who were so employed at any time within a period of twelve (12) months immediately prior to the date Employee’s employment
terminated, or otherwise interfere with the relationship between any such person and the Company; nor will Employee assist anyone else in
recruiting any such employee to work for another company or business or discuss with any such person his or her leaving the employ of the
Company or engaging in a business activity in competition with the Company.
10.
Deferred Compensation Programs. 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
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