Classmates.com 2010 Annual Report Download - page 313

awards that vest on an accelerated basis in accordance with this Section 4(d) 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.
(e) The vesting acceleration provisions of this Section 4 and Section 7 will apply to all 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 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 to Employee are
hereby superseded by the terms set forth in this Agreement. This is the full and complete agreement between Employee and the Company on
this subject. Although Employee’s job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures,
may change from time to time, the “at will” nature of Employee’s employment may only be changed in an express written agreement signed by
Employee and the Chief Executive Officer of the Company and approved by the Board of Directors.
7. Separation from Service .
(a) Termination by Employee. If Employee terminates his employment with the Company for any reason other than as a result
of his death or Disability or his resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this
Agreement will cease, other than the obligation to pay Employee, on his employment termination date, any earned but unpaid compensation for
services rendered through that termination date and any accrued but unused vacation days as of that termination date (collectively, the “
Accrued
Obligations ”). If Employee terminates his employment with the Company for “good reason” (as defined below) during the Term, then in
addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’
s satisfaction of the Release Condition set forth
in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the
same extent as if Employee’s employment had been terminated by the Company “without cause” (as defined below) during the Term, and
Employee will also be entitled, in accordance with the applicable provisions of Section 4 above, to the accelerated vesting of any equity awards
Employee holds at the time of such termination. Following Employee’s
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