Classmates.com 2010 Annual Report Download - page 279

shares pursuant to the terms of the applicable award agreement, will be issued or distributed 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.
(c) Upon Employee’s “separation from service” (as defined below) as a result of Employee’s death or Disability (as defined
below), any and all equity awards Employee holds on the date of such separation from service will vest on an accelerated basis as to that number
of additional shares in which Employee would have otherwise been vested on the date of such separation from service 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. 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 underlying the equity awards that vest on
an accelerated basis in accordance with this Section 4(c) will be issued on the date of such separation from service or as soon as administratively
practicable thereafter, but in no event later than the later of (i) the end of the calendar year in which such separation from service occurs or
(ii) the 15th day of the third calendar month following the date of such separation from service. For purposes of this Agreement, “ Disability ”
means Employee’s inability to engage in any substantial activity necessary to perform Employee’s duties and responsibilities hereunder by
reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than twelve (12) months.
(d) The vesting acceleration provisions of this Section 4 and Section 7 will apply to all outstanding equity awards held by
Employee on the Effective Date, whether or not the agreements evidencing those awards provide for such acceleration, and those agreements, to
the extent they provide for a lesser amount of acceleration, are hereby amended to incorporate the acceleration provisions of Section 4 and
Section 7 of this Agreement for the period this Agreement remains in effect, and such vesting acceleration provisions will also apply to equity
awards made after the Effective Date of this Agreement except to the extent specifically stated in the applicable award agreement or in a
resolution of the Board of Directors covering those future awards. The shares subject to each equity award that vests pursuant to the vesting
acceleration provisions of this Section 4 shall be issued in accordance with the applicable issuance date provisions of this Section 4, except to the
extent the agreement evidencing such award provides otherwise or to the extent another issuance date may be required in order to comply with
any applicable requirements of Section 409A of the Code.
5. Policies; Procedures; Proprietary Information and Inventions Agreement . As an employee of the Company, Employee will be
expected to abide by all of the Company’s policies and procedures, including (without limitation) the terms of Employee’s existing Proprietary
Information and Inventions Agreement with the Company (which is incorporated herein by reference), the Insider Trading Policy, the Code of
Ethics and the Employee Handbook.
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
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