Classmates.com 2010 Annual Report Download - page 319

calendar year of Employee’s separation from service, adjusted to reflect any increase during that calendar year which was expected to
continue indefinitely had such separation from service not occurred) or (ii) the compensation limit under Section 401(a)(17) of the Code
as in effect in the year of such separation from service. To the extent the portion of the severance payments and benefits to which
Employee would otherwise be entitled under this Agreement during the deferral period under Section 7(e) exceeds the foregoing dollar
limitation, such excess shall be paid in a lump sum upon the expiration of that deferral period, in accordance with the deferred payment
provisions of Section 7(e), and the remaining severance payments and benefits (if any) shall be paid in accordance with the normal
payment dates specified for them herein.
8. Withholding Taxes . All forms of compensation payable pursuant to the terms this Agreement, whether payable in cash, shares of
Common Stock or other property, are subject to reduction to reflect the applicable withholding and payroll taxes.
9. Restrictive Covenants . Until one (1) year after Employee’s employment with the Company ends, regardless of the reason it ends,
Employee will not, directly or indirectly, anywhere in the world:
(a) solicit or recruit for employment, any person or persons who are employed by Company (which, for purposes of this
Section 9, is deemed to include the Company’s parent and all subsidiaries and affiliates thereof), or who were so employed at any time
within a period of twelve (12) months immediately prior to the date Employee’
s employment terminated, or otherwise interfere with the
relationship between any such person and the Company; nor will Employee assist anyone else in recruiting any such employee to work
for another company or business or discuss with any such person his or her leaving the employ of the Company or engaging in a
business activity in competition with the Company;
(b) design, develop, manufacture, market or sell any product or service which is in competition with the products or services of
the Company including, but not limited to, online nostalgic content, online social networking and any other products or services then
offered by the Company; or
(c) own any interest in, control, be employed by or associated with or render advisory, consulting or other services (including, but
not limited to, services in research) to (i) any person or entity that engages in the design, development, manufacture, marketing or sale
of a product or service which is in competition with the products or services of the Company including, but not limited to, online
nostalgic content, online social networking and any other products or services then offered by the Company, or (ii) any subsidiary,
subdivision, division or joint venture of any such person or entity; provided, however, that nothing in this Agreement will prohibit
Employee from owning less than one percent (1%) of the equity interests of any publicly held entity.
10. Deferred Compensation Programs. Any compensation deferred by Employee pursuant to one or more non-qualified deferred
compensation plans or arrangements of the Company subject to Section 409A of the Code and not otherwise expressly addressed by the terms of
this Agreement, shall be paid at such time and in such form of payment as set forth in each applicable plan or arrangement governing the
payment of any such deferred amounts.
11. Clawback . Any amounts paid or payable to Employee pursuant to this Agreement or the Company’s equity or compensation plans
shall be subject to recovery or clawback to the extent required by any applicable law or any applicable securities exchange listing standards.
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