Classmates.com 2010 Annual Report Download - page 283

Notwithstanding the termination of Employee’s employment by the Company “with cause” or “without cause,” or by Employee for
“good reason” or without “good reason”, Employee will continue to be obligated to comply with the terms of the Proprietary Information and
Inventions Agreement and will be subject to the restrictive covenants set forth in Section 9, whether or not Employee becomes entitled to any
severance or separation payments or benefits pursuant to Section 4 or Section 7 of this Agreement.
If any payment or benefit received or to be received by Employee (including any payment or benefit received pursuant to this
Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the Code, or any successor provision
thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together
with any such interest and penalties, are hereafter collectively referred to as the “ Excise Tax ”), then the cash payments provided to Employee
under this Agreement shall first be reduced, with each such payment to be reduced pro-rata but without any change in the payment date and with
the monthly installments of the Separation Payment (or the lump sum Separation Payment in the event of a Qualifying Change in Control) to be
the first such cash payments so reduced, and then, if necessary, the accelerated vesting of Employee’s equity awards pursuant to the provisions
of this Agreement shall be reduced in the same chronological order in which those awards were made, but only to the extent necessary to assure
that Employee receives only the greater of (i) the amount of those payments and benefits which would not constitute a parachute payment under
Code Section 280G or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any Excise Tax
imposed on the payments and benefits provided Employee hereunder (or on any other payments or benefits to which Employee may become
entitled in connection with any change in control or ownership of the Company or the subsequent termination of Employee’s employment with
the Company).
(c) Termination by Death or Disability. If Employee incurs a “separation from service” (as defined below) as a result of his
death or Disability, the Company will be obligated to pay the Accrued Obligations to Employee, Employee’s estate or beneficiaries (as the case
may be) on the date of such separation from service or as soon as administratively practicable thereafter, but in no event later than sixty (60)
days after the date of such separation from service. In the event of such separation from service due to Employee’s death or Disability,
Employee or Employee’s estate or beneficiaries, as the case may be, will also be entitled to the accelerated vesting of Employee’s equity awards
as set forth in Section 4(c) above. The provisions of this Section 7(c) will not affect or change the rights or benefits to which Employee is
otherwise entitled under the Company’s employee benefit plans or otherwise.
(d) Definitions.
For purposes of this Agreement, the following definitions will be in effect:
“ good reason ” means:
(i) a material reduction in Employee’s base salary without Employee’s prior written consent;
(ii) a material reduction in Employee’s authority, duties or responsibilities, without Employee’s prior written consent;
(iii) a material change in the geographic location at which Employee must perform services (the parties acknowledge that Employee
is currently required to perform services at 21301 Burbank Boulevard, Woodland Hills, CA 91367) without Employee’s prior
written consent; or
(iv) any material un-waived breach by the Company of the terms of this Agreement; provided however, that with respect to any of
the clause (i) – (iv) events above, Employee will not be deemed to have resigned for good reason unless (A) Employee provides
written notice to the Company of the existence of the good reason event within ninety (90) days after its
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