Classmates.com 2010 Annual Report Download - page 317

benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent
termination of Employee’s employment with the Company).
(c) Termination by Death or Disability. If Employee incurs a “separation from service” (as defined below) as a result of his
death or Disability, the Company will be obligated to pay the Accrued Obligations to Employee, Employee’s estate or beneficiaries (as the case
may be) on the date of such separation from service or as soon as administratively practicable thereafter, but in no event later than sixty (60)
days after the date of such separation from service. In the event of such separation from service due to Employee’s death or Disability,
Employee or Employee’s estate or beneficiaries, as the case may be, will also be entitled to the accelerated vesting of Employee’s equity awards
as set forth in Section 4(d) above. The provisions of this Section 7(c) will not affect or change the rights or benefits to which Employee is
otherwise entitled under the Company’s employee benefit plans or otherwise.
(d) Definitions.
For purposes of this Agreement, the following definitions will be in effect:
“ good reason ” means:
(i) a material reduction in Employee’s base salary without Employee’s prior written consent;
(ii) a material reduction in Employee’s authority, duties or responsibilities, without Employee’s prior written consent;
(iii) a material change in the geographic location at which Employee must perform services (the parties acknowledge that Employee
is currently required to perform services at 333 Elliott Avenue West, Suite 500, Seattle, Washington 98119) without Employee’s
prior written consent; or
(iv) any material un-waived breach by the Company of the terms of this Agreement; provided however, that with respect to any of
the clause (i) — (
iv) events above, Employee will not be deemed to have resigned for good reason unless (A) Employee provides
written notice to the Company of the existence of the good reason event within ninety (90) days after its initial occurrence,
(B) the Company is provided with thirty (30) days after receipt of such notice in which to cure such good reason event and
(C) Employee effectively terminates Employee’s employment within one hundred eighty (180) days following the occurrence of
the non-cured clause (i) — (iv) event.
“ with cause ” means Employee’s termination of employment by the Company for any of the following reasons:
(i) if Employee is convicted of, or enters a plea of nolo contendere to, a felony or a misdemeanor involving any act of moral
turpitude;
(ii) if Employee commits an act of actual fraud, embezzlement, theft or similar dishonesty against the Company or any of its
subsidiaries or affiliates;
(iii) if Employee commits any willful misconduct or gross negligence resulting in material harm to the Company or any of its
subsidiaries or affiliates; or
(iv) if Employee fails, after receipt of detailed written notice and after receiving a period of at least thirty (30) days following such
notice to cure such failure, to use his reasonable good faith efforts to follow the reasonable and lawful direction of the Board and
to perform his obligations hereunder.
“ without cause ” means any reason not within the scope of the definition of the term “with cause.”
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