Classmates.com 2010 Annual Report Download - page 315

(II) In addition, if the date of such involuntary termination occurs after the end of a fiscal year of the Company but prior
to the date in the subsequent fiscal year on which Employee’s bonus for that fiscal year would have otherwise become due and payable
on the basis of the applicable performance goals attained for that year had Employee continued in employment with the Company, then
the Company will pay Employee an additional separation payment equal to the bonus that Employee would have received on the basis
of the attained performance goals had Employee remained employed by, and in good standing with, the Company through the payment
date for such bonus, with that amount to be paid in a lump sum (in the same form in which such bonus payment would have been paid
had Employee remained in the Company’s employ through the payment date) on the later of (i) 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, the lump sum
Separation Payment) is paid to Employee as set forth below in this Section 7(b) or (ii) the date such bonus would have been paid to
Employee pursuant to Section 3 of this Agreement had Employee continued in the Company’s employ through such payment date.
(III) In no event shall any such Additional Payment be made later than the last day of the applicable period necessary to
qualify such Additional Payment for the short-term deferral exception under Code Section 409A.
Payment of the Separation Payment and the Additional Payments (if any) and the accelerated vesting of Employee’s equity awards
under Section 4 will each be contingent upon the satisfaction of the following requirements (collectively the “ Release Condition” ):
(i) Employee must execute and deliver to the Company, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is
required under applicable law) after the effective date of Employee’s termination of employment, a 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
6