Classmates.com 2010 Annual Report Download - page 312

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 Common Stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(b) 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.
(c) 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 execution by United Online, Inc. 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 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 Common Stock (or any replacement securities)
underlying the equity awards that fully vest on an accelerated basis in accordance with this Section 4(c), or the proceeds of any cash
retention program established in replacement of those 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.
(d) 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 Common Stock
underlying the equity
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