Classmates.com 2010 Annual Report Download - page 320

12. Entire Agreement/Construction of Terms .
(a) This Agreement, together with the Proprietary Information and Inventions Agreement between Employee and the Company,
any Company handbooks and policies in effect from time to time and the applicable stock plans and agreements evidencing the equity
awards made to Employee from time to time during Employee’s period of employment, contains all of the terms of Employee’s
employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between Employee and
the Company.
(b) If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to conflict with any federal,
state or local law, or to be otherwise invalid or unenforceable, such provision shall be construed or modified in a manner so as to
maximize its enforceability while giving the greatest effect as possible to the intent of the parties. To the extent any provision cannot be
construed or modified to be enforceable, such provision will be deemed to be eliminated from this Agreement and of no force or effect,
and the remainder of this Agreement will otherwise remain in full force and effect and be construed as if such portion had not been
included in this Agreement.
(c) This Agreement is not assignable by Employee. This Agreement may be assigned by the Company to its subsidiaries or
affiliates or to successors in interest to the Company or its lines of business.
(d) The severance payments and benefits under this Agreement are intended, where possible, to comply with the “short term
deferral exception” and the “involuntary separation pay exception” to Code Section 409A. Accordingly, the provisions of this
Agreement applicable to the Separation Payment and the accelerated vesting of Employee’s equity awards and the issuance of shares of
Common Stock thereunder and the determination of Employee’s separation from service due to termination of Employee’
s employment
without cause or Employee’s resignation for good reason shall be applied, construed and administered so that those payments and
benefits qualify for one or both of those exceptions, to the maximum extent allowable. However, to the extent any payment or benefit
to which Employee becomes entitled under this Agreement is deemed to constitute an item of deferred compensation subject to the
requirements of Code Section 409A, the provisions of this Agreement applicable to that payment or benefit shall be applied, construed
and administered so that such payment or benefit is made or provided in compliance with the applicable requirements of Code
Section 409A. In addition, should there arise any ambiguity as to whether any other provisions of this Agreement would contravene
one or more applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder, such provisions
shall be interpreted, administered and applied in a manner that complies with the applicable requirements of Code Section 409A and the
Treasury Regulations thereunder.
13. Amendment and Governing Law . This Agreement may not be amended or modified except by an express written agreement signed
by Employee and the Chief Executive Officer of the Company and approved by the Board of Directors. The terms of this Agreement and the
resolution of any disputes will be governed by Washington law, and venue for any disputes will be in Seattle, Washington.
14. Surviving Provisions. Following any termination or expiration of this Agreement, Sections 5, 6, 7(e), 7(f), 8, 9, 10, 11, 12, 13 and 14
will survive, and, if Employee’s employment with the Company continues thereafter, Employee’s employment with the Company will continue
to be “at will”.
[Signature Page Follows]
11