Classmates.com 2010 Annual Report Download - page 314

termination of his employment with the Company under this Section 7(a), Employee will continue to be obligated to comply with the terms of
Employee’s Proprietary Information and Inventions Agreement and the restrictive covenants set forth in Section 9 below.
(b) Termination by the Company. If Employee’s employment is terminated by the Company “without cause” (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 below in this Section 7(b), become entitled to a cash separation payment (the “ Separation Payment ”) in an
aggregate amount equal to two (2) times the base salary at the annual rate in effect for Employee at the time. In addition, contingent upon
Employee’s satisfaction of the Release Condition, Employee will be eligible for the following additional separation payments (the “ Additional
Payments ”):
(I) Employee will be eligible for an additional separation payment in an amount equal to a pro-rated bonus for the fiscal
year in which such involuntary termination occurs. Such pro-rated bonus will be determined by multiplying (A) the actual bonus (if
any) Employee would have earned for that fiscal year, based on the level at which the applicable performance goals for such fiscal year
are in fact attained, had Employee continued in the Company’s employ through the date that bonus award becomes due and payable by
(B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in
the Company’s employ during that fiscal year and the denominator of which is twelve (12), with such pro-rated bonus (if any) to be
paid at the same time and in same form that the bonus payment for such fiscal year would have been made following the completion of
that fiscal year had Employee remained in the Company’s employ through the payment date. However, if such involuntary termination
occurs in the same fiscal year of the Company in which a Change in Control occurs, then such pro-rated bonus will instead be
determined by (1) multiplying (A) Employee’s target bonus for that fiscal year by (B) a fraction the numerator of which is the number
of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and
the denominator of which is twelve (12) and (2) reducing such amount by any bonus earned by Employee for the same fiscal year under
Section 3 of this Agreement, with such pro-rated bonus to be paid (in the same form in which the bonus payment for such fiscal year
would have been paid had Employee remained in the Company’s employ through the payment date) as follows:
(i) if such Change in Control occurs on or before the date of such involuntary termination, then such payment
shall be made on the date on which the first monthly installment of the Separation Payment (or, in the case of a termination
following a Qualifying Change in Control (as defined below), the lump sum Separation Payment) is paid; or
(ii) if such Change in Control occurs after the date of such involuntary termination, then such payment shall be
made on the later of (x) the third (3rd) business day following the effective date of such Change in Control or (y) the sixtieth
(60th) day following the date of Employee’s separation from service (as defined below) or, if such sixtieth (60th) day is not
otherwise a business day, then the immediately preceding business day.
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