Exhibit 10.25


 


December 19, 2008


 


Steve McArthur


c/o Classmates Online, Inc.


2001 Lind Avenue SW, Suite 500


Renton, WA 98055


 


Dear Steve,


 


Reference is made to the letter agreement (the “Agreement”) dated August 14,
2008, between you and Classmates Online, Inc. (the “Company”), and any
defined terms used but not otherwise defined herein will have the meanings
ascribed thereto in the Agreement.  For
the purpose of complying with Section 409A of the Internal Revenue Code of
1986, as amended (“Code Section 409A”), we hereby clarify the following
terms of the Agreement:


 


1.             Any shares of stock
required to be issued upon the vesting of an award under the Agreement (whether
pursuant to the normal vesting schedule or on an accelerated basis) shall be
issued, and any cash payments or other benefits required to be paid upon such
vesting (such as, for example, dividend equivalent payments) shall be paid,
subject to the Company’s collection of all applicable withholding taxes, on the
vesting date or as soon thereafter as administratively practicable, but in no
event later than the close of the calendar year in which such vesting date
occurs or (if later) the fifteenth day of the third calendar month following
such vesting date.


 


2.             The general release
of the Company and its affiliates (the “Release”) required to be executed by
you in order for you to receive the Separation Payment must be executed and
delivered to the Company within 21 days (or 45 days to the extent such longer
period is required under applicable law) after the effective date of your
termination without cause.  The
Separation Payment will be paid in a series of 24 successive equal monthly
installments, beginning on the first regular payday for the Company’s salaried
employees, within the 60-day period following the date of your  “separation of service” (as defined in the
Treasury Regulations issued under Code Section 409A) due to such
termination, on which the executed Release is effective and enforceable
following the expiration of any applicable revocation period under federal or
state law, or as soon thereafter as administratively practicable, but in no
event later than the last day of such 60-day period on which the Release is so
effective and enforceable. Your right to each such monthly installment of the
Separation Payment will be deemed, for purposes of Code Section 409A, to
be a right to a series of separate payments.


 


3.             With
respect to the reduction of any payments or benefits received or to be received
that would be subject to the Excise Tax under Section 4999 of the Code,
the 


 

















 


cash payments will 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 to be the first such cash
payments so reduced, and then, if necessary, the accelerated vesting of your
equity awards will be reduced in the same chronological order in which those
awards were made but only to the extent necessary as provided in the Agreement.


 


4.             If
you are a “specified employee” at the time of your separation of service:


 


(i)            Any payments or benefits which
become due and payable to you during the period beginning with the date of your
separation from service and ending on March 15 of the following calendar
year will not be subject to the holdback provisions of Section 7(d) and
will accordingly be paid as and when they become due and payable under the Agreement
in accordance with the short-term deferral exception to Code Section 409A.


 


(ii)           The remaining portion of the payments
and benefits to which you become entitled under the Agreement, to the extent
they do not in the aggregate exceed the dollar limit described below and are
otherwise scheduled to be paid no later than the last day of the second
calendar year following the calendar year in which your separation from service
occurs, shall not be subject to any deferred commencement date under Section 7(d) and
shall be paid to you as they become due and payable under the Agreement.  For purposes of this subparagraph (ii), the
applicable dollar limitation will be equal to two times the lesser of (i) your
annualized compensation (based on your annual rate of pay for the calendar year
preceding the calendar year of your 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 you would otherwise be entitled under the Agreement during the
deferral period under Section 7(d) exceeds the foregoing 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(d),
and the remaining severance payments and benefits (if any) shall be paid in
accordance with the normal payment dates specified for them herein.


 


Except as modified by this letter, all the terms and provisions of the
Agreement will continue in full force and effect.


 


[Signature Page Follows]


 

















 


Please indicate your acceptance of the foregoing terms by signing the
acknowledgement below.


 


	
   

  	
  CLASSMATES ONLINE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
   

  	
  Mark R. Goldston

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Acknowledged and agreed to as of the date set forth below, 

and effective January 1, 2009:


 


 


	
  /s/ Steve McArthur

  	
   

  
	
  Steve McArthur

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  December 22, 2008