Classmates.com 2010 Annual Report Download - page 304

comprehensive agreement releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and
other related parties from all claims that Employee may have with respect to such parties relating to Employee’s employment with the Company
and the termination of that employment relationship and containing such other and additional terms as the Company deems satisfactory (the “
Release
”) and (ii) such Release must become effective and enforceable after the expiration of any applicable revocation period under federal or
state law.
Except as provided in the following paragraph, the Separation Payment to which Employee becomes entitled under this Section 7(b) or
under Section 7(a) above will be payable in a series of twelve (12) successive equal monthly installments, beginning on the first regular payday
for the Company’s salaried employees, 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), on which Employee’s executed Release is 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 first such
monthly installment shall be paid during the portion of that period that occurs in the second taxable year. The remaining monthly installments
shall be paid on successive monthly anniversaries of the initial monthly installment hereunder. For purposes of Section 409A of the Code,
Employee’s right to receive such Separation Payment shall be deemed a right to receive a series of separate individual payments and not a right
to single payment.
If Employee’s employment is terminated by the Company “without cause” (as defined below) or if Employee terminates his
employment with the Company for “good reason” (as defined below) during the Term and within the twenty-four (24) month period beginning
on the effective date of a Qualifying Change in Control (as defined below), the Separation Payment to which Employee becomes entitled under
this Section 7(b) or under Section 7(a) above upon Employee’s satisfaction of the Release Condition will be payable in a single lump-sum
payment on the first regular payday for the Company’s salaried employees, 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), on which Employee’s executed Release is 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, then such payment shall be made during the portion of that period that occurs in the second taxable year. Any Separation
Payment to which Employee becomes entitled hereunder in connection with a termination following a Change in Control other than a Qualifying
Change in Control will be paid in installments as set forth in the immediately preceding paragraph of this Section 7(b). For purposes of this
Agreement, a “ C hange in Control” shall have the meaning assigned to such term in the Company’s 2010 Incentive Compensation Plan (or
successor thereto), and a “ Qualifying Change in Control” shall mean the date on which there occurs a “Change in Control” (as defined above)
that also qualifies as: (i) a change in the ownership of the Company, as determined in accordance with Section 1.409A-3(i)(5)(v) of the Treasury
Regulations, (ii) a change in the effective control of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vi) of the Treasury
Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section
1.409A-3(i)(5)(vii) of the Treasury Regulations.
If Employee’s employment is terminated by the Company “without cause” (as defined below), the Company will have no further
obligation to Employee pursuant to this Agreement other than the Accrued Obligations, the vesting of Employee’s outstanding equity awards in
accordance with the applicable vesting acceleration provisions of Section 4 above and the obligations of the Company pursuant to this Section 7
(b).
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