Classmates.com 2010 Annual Report Download - page 278

3.
Bonus. For each fiscal year of the Company during the Term of this Agreement, Employee will be eligible to participate in a bonus
program with a target bonus set by the Board of Directors in an amount of up to 100% of Employee’s annual rate of base salary. The
performance criteria for purposes of determining Employee’s actual bonus for each fiscal year will be established by the Board of Directors, and
Employee’s annual bonus for one or more of those fiscal years may be increased to include any additional amounts approved by the Board of
Directors. Except as otherwise determined by the Board of Directors or set forth herein, Employee will not be entitled to a bonus payment for
any fiscal year unless Employee is employed by, and in good standing with, the Company at the time such bonus payment is paid. Employee’s
bonus payment for each fiscal year shall in no event be paid later than the 15th day of the third month following the end of the Company’s fiscal
year for which such bonus is earned.
4.
Restricted Stock Units and Other Equity Awards.
(a) If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (
as each term is
defined below) during the Term, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity
awards Employee holds on the date of such termination (other than any equity award granted after the Effective Date that expressly provides to
the contrary) will vest on an accelerated basis as to that number of additional shares in which Employee would have otherwise been vested at the
time of such termination had Employee completed an additional twelve (12) months of employment with the Company and had each applicable
equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award. In no event will the
number of additional shares which vest on such an accelerated basis with respect to any particular equity award exceed the number of shares
unvested under that award immediately prior to the date of such termination. Except as otherwise expressly provided in the agreement
evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required to comply with any
applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), the shares of the Company’s
common stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(a) will be issued to Employee
within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s
termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required
of Employee pursuant to Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the
applicable revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, the issuance shall be
effected during the portion of that period that occurs in the second taxable year.
(b) If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (
as each term is
defined below) at any time during the Term and within the period commencing with the Company’s execution of a definitive agreement for a
Change in Control (as defined below) and ending with the earlier of (i) the termination of that agreement without the consummation of such
Change in Control or (ii) the expiration of the twenty-four (24)-month period measured from the date such Change in Control occurs, then upon
Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such
termination will fully vest on an accelerated basis with respect to all non-vested shares of the Company’s common stock at the time subject to
those awards, except to the extent otherwise provided in the equity award agreement for any equity award granted after the Effective Date of this
Agreement. Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the
extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code, the shares of the
Company’s common stock (or any replacement securities) underlying the equity awards that fully vest on an accelerated basis in accordance
with this Section 4(b), or the proceeds of any cash retention program established in replacement of those
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