Classmates.com 2010 Annual Report Download - page 316

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 United Online, Inc. 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 United Online, Inc., as determined in accordance with Section 1.409A-3(i)((5)
(v) of the Treasury Regulations, (ii) a change in the effective control of United Online, Inc., 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 United Online, Inc., 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).
If Employee’s employment is terminated by the Company “with cause” (as defined below), the Company will have no further
obligation to Employee under the terms of this Agreement, other than the Accrued Obligations.
Notwithstanding the termination of Employee’s employment by the Company “with cause” or “without cause,” or by Employee for
“good reason” or without “good reason”, Employee will continue to be obligated to comply with the terms of the Proprietary Information and
Inventions Agreement and will be subject to the restricted covenants set forth in Section 9, whether or not Employee becomes entitled to any
severance or separation payments or benefits pursuant to Section 4 or Section 7 of this Agreement.
If any payment or benefit received or to be received by Employee (including any payment or benefit received pursuant to this
Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the Code, or any successor provision
thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together
with any such interest and penalties, are hereafter collectively referred to as the “ Excise Tax ”), then the cash payments provided to Employee
under this Agreement shall first be reduced, with each such payment to be reduced pro-rata but without any change in the payment date and with
the monthly installments of the Separation Payment (or the lump sum Separation Payment in the event of a Qualifying Change in Control) to be
the first such cash payments so reduced, and then, if necessary, the accelerated vesting of Employee’s equity awards pursuant to the provisions
of this Agreement shall be reduced in the same chronological order in which those awards were made, but only to the extent necessary to assure
that Employee receives only the greater
of (i) the amount of those payments and benefits which would not constitute a parachute payment under
Code Section 280G or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any Excise Tax
imposed on the payments and benefits provided Employee hereunder (or on any other payments or
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