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Exhibit 10.12    
    


 
 

CLASSMATES MEDIA CORPORATION
  STOCK OPTION AGREEMENT    
    



RECITALS  


        A.    The
Corporation has implemented the Plan for the purpose of providing eligible persons in the Corporation's service with the opportunity to participate in one or more
cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation. 


        B.    Optionee
is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation's grant of an option to Optionee. 


        C.    All
capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 


        NOW, THEREFORE, it is hereby agreed as follows: 



        1.    Grant of Option.    The Corporation hereby grants to Optionee, as of the Grant Date, an
option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at
the Exercise Price. 


        2.    Option Term.    The term of this option shall commence on the Grant Date and continue in
effect until the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 


        3.    Limited Transferability.    



        (a)   Except
to the limited extent provided in Paragraph 3(b), this option shall be neither transferable nor assignable by Optionee other than by will or the laws of
inheritance following Optionee's death and may be exercised, during Optionee's lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of
this option, and this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death while holding this option. Such
beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this
option may, pursuant to Paragraph 5, be exercised following Optionee's death. 



        (b)   If
this option is designated a Non-Statutory Option in the Grant Notice, then this option may, with the Plan Administrator's consent, be assigned in whole or
in part during Optionee's lifetime through a gratuitous transfer to one or more of Optionee's Family Members or to a trust established for the exclusive benefit of Optionee and/or one or more such
Family Members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the
assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 




        4.    Dates of Exercise.    This option shall become exercisable for the Option Shares in one
or more installments in accordance with the Exercise Schedule set forth in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the
option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 








 

        5.    Cessation of Service.    The option term specified in Paragraph 2 shall terminate
(and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 



        (a)   Except
as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should Optionee cease to remain in Service for any
reason while this option is outstanding, then Optionee (or any person or person to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a three
(3)-month period measured from the date of such cessation of Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the
time of Optionee's cessation of Service, but in no event shall this option be exercisable at any time after the Expiration Date. 


        (b)   Should
Optionee die while this option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and
exercisable at the time of Optionee's death, by (i) the personal representative of Optionee's estate, (ii) the person or persons to whom the option is transferred pursuant to Optionee's
will or the laws of inheritance following Optionee's death or (iii) the person or person to whom this option is transferred pursuant to a permitted transfer under Paragraph 3, as the
case may be. However, if Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary
or beneficiaries shall have the exclusive right to exercise this option following Optionee's death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding,
upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (ii) the Expiration Date. Upon the expiration of such limited
exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been
exercised. 


        (c)   Should
Optionee cease Service by reason of Permanent Disability while this option is outstanding, then Optionee (or any person or persons to whom this option is
transferred pursuant to a permitted transfer under Paragraph 3) shall have a twelve (12)-month period measured from the date of such cessation of Service during which to exercise this option.
In no event, however, shall this option be exercisable at any time after the Expiration Date. 


        (d)   Should
Optionee's Service terminate by reason of an Involuntary Termination within twelve (12) months following a Change in Control while this option is
outstanding, then this option shall remain outstanding until the earlier of (i) the expiration of the twelve (12) month period measured
from the date of such Involuntary Termination or (ii) the close of business on the Expiration Date. 


        (e)   The
applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be
extended by an additional period of time equal in duration to any interval within such post-Service exercise period during which the exercise of this option or the immediate sale of the
Option Shares acquired under this option cannot be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of this
option beyond the Expiration Date. 


        (f)    Should
Optionee's Service be terminated for Misconduct, or should Optionee engage in any other conduct, while in Service or following such cessation of Service, that is
materially detrimental to the business or affairs of the Corporation (or any Parent or Subsidiary), as determined in the sole discretion of the Plan Administrator, then this option, whether or not
vested and exercisable, shall terminate immediately and cease to be outstanding. 




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        (g)   During
the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for
which this option is at the time vested and exercisable. Except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee,
this option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice or the special vesting acceleration
provisions of Paragraph 6, following the Optionee's cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall
terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. 




        6.    Special Acceleration of Option.    



        (a)   This
option, to the extent outstanding at the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option
shall, immediately prior to the effective date of such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of
those Option Shares as fully vested shares of Common Stock. However, this option shall not become exercisable on such an accelerated basis, if and to
the extent: (i) this option is to be assumed by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control
transaction or (ii) this option is to be replaced with a cash retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on any
Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and
provides for subsequent payout of that spread in accordance with the same (or more favorable) Exercise Schedule for those Option Shares as set forth in the Grant Notice. 


        (b)   Immediately
following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. 


        (c)   If
this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after
such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been converted in consummation of such Change in Control
had those shares actually been outstanding at the time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the
actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection
with the assumption or continuation of this option but subject to the Plan Administrator's approval, substitute one or more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. 



        (d)   Immediately
upon an Involuntary Termination of Optionee's Service within twelve (12) months following a Change in Control in which this option is assumed or
otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate as to a part of the Option Shares so that the
total number of Option Shares for which this option shall be exercisable, after taking such acceleration into account, shall be equal to the greater of
(i) the number of Option Shares for 




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which
this option would have otherwise, in accordance with the normal Exercise Schedule, been exercisable at the time of such Involuntary Termination had Optionee completed twice the amount of Service
actually completed by him or her at the time of such Involuntary Termination (but in no event shall the number of Option Shares for which this option becomes exercisable on such an accelerated basis
exceed the number of Option Shares for which this option is not otherwise exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule) or (ii) the
number of Option Shares for which the Option would otherwise be exercisable at such time under the normal Exercise Schedule had Optionee actually completed twelve (12) months of Service prior
to his or her Involuntary Termination. The balance credited to any cash retention program maintained for Optionee pursuant to Paragraph 6(a) at the time of his or her Involuntary Termination
within twelve (12) months following a Change in Control shall also vest and become immediately payable on a partially-accelerated basis in accordance with the same vesting-acceleration formula
set forth above for the Option Shares. 


        (e)   This
Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 




        7.    Adjustment in Option Shares.    Should any change be made to the Common Stock by reason
of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an
extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable
adjustments shall be made by the Plan Administrator to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price. The adjustments shall be made
in such manner as the Plan Administrator deems appropriate in order to reflect such change and thereby prevent the dilution or enlargement of benefits hereunder, and those adjustments shall be final,
binding and conclusive upon Optionee and any other person or persons having an interest in the option. In the event of any Change in Control transaction, the adjustment provisions of
Paragraph 6(c) shall be controlling. 


        8.    Stockholder Rights.    The holder of this option shall not have any stockholder rights
with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 



        9.    Manner of Exercising Option.    



        (a)   In
order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or
persons exercising the option) must take the following actions: 



          (i)  Execute
and deliver to the Corporation a Notice of Exercise as to the Option Shares for which the option is exercised or comply with such other procedures as the
Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option Shares. 


         (ii)  Pay
the aggregate Exercise Price for the purchased shares in one or more of the following forms: 



        (A)  cash
or check made payable to the Corporation; 



        (B)  shares
of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to 






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the
Corporation) held for the requisite period (if any) necessary to avoid any resulting charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date; or 


        (C)  through
a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable
instructions (i) to a brokerage
firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to
effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable Withholding Taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. 


        Except
to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other
notification procedure) delivered to the Corporation in connection with the option exercise. 




        (iii)  Furnish
to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 



        (iv)  Make
appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income
and employment tax withholding requirements applicable to the option exercise. 




        (b)   As
soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares (either in paper or electronic form), with the appropriate legends affixed thereto. 


        (c)   In
no event may this option be exercised for any fractional shares. 




        10.    Compliance with Laws and Regulations.    



        (a)   The
exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable
requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such exercise and issuance. 



        (b)   The
inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale
of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 




        11.    Successors and Assigns.    Except to the extent otherwise provided in Paragraphs 3 and
6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee's assigns, the legal representatives,
heirs and legatees of Optionee's estate and any beneficiaries of this option designated by Optionee. 



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        12.    Notices.    Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall either be in writing and
addressed to Optionee at the address indicated below Optionee's signature line on the Grant Notice or shall be delivered electronically to Optionee through the Corporation's electronic mail system.
All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified, or (with respect to notices to
Optionee) upon delivery through the Corporations electronic mail system. 


        13.    Construction.    This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an interest in this option. 


        14.    Governing Law.    The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Delaware without resort to that State's conflict-of-laws rules. 


        15.    Excess Shares.    If the Option Shares covered by this Agreement exceed, as of the
Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder
approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. In no event shall the Option be
exercisable with respect to any of the excess Option Shares unless and until such stockholder approval is obtained. 


        16.    Employment at Will.    Nothing in this Agreement or in the Plan shall confer upon
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. 


        17.    Additional Terms Applicable to an Incentive Option.    In the event this option is
designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: 



        (a)   This
option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares:
(A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months
after the date Optionee ceases to be an Employee by reason of Permanent Disability. 


        (b)   No
installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at
the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of
the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand
Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. 




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        (c)   Should
the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only
to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control
transaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more
other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the
same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such
Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. 



        (d)   Should
Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar
year as this option, then for purposes of the foregoing limitations on the exercisability of such options as Incentive Options, this option and each of those other options shall be deemed to become
first exercisable in that calendar year, on the basis of the chronological order in which such options were granted, except to the extent otherwise provided under applicable law or regulation. 




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   APPENDIX  


        The
following definitions shall be in effect under the Agreement: 


        A.    Agreement shall mean this Stock Option Agreement. 


        B.    Board shall mean the Corporation's Board of Directors. 


        C.    Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 



          (i)  a
merger, consolidation or reorganization approved by the Corporation's stockholders, unless (a) securities
representing more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly
or indirectly, by the person or persons who beneficially owned fifty percent (50%) or more of the Corporation's outstanding voting securities immediately prior to such transaction or (b) the
merger, consolidation or reorganization is with or into United Online, Inc. or any entity that directly or indirectly controls, is controlled by or is under common control with, United
Online, Inc.; 


         (ii)  any
stockholder-approved transfer or other disposition of all or substantially all of the Corporation's assets (other than to United Online, Inc. or any entity
that directly or indirectly controls, is controlled by or is under common control with, United Online, Inc.); 


        (iii)  the
closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a "group" within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than United Online, Inc. or the Corporation or any other person that, prior to such transaction or series of related transactions,
directly or indirectly controls, is controlled by or is under common control with, United Online Inc. or the Corporation) becomes directly or indirectly (whether as
a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of
Rule 13d-3 of the 1934 Act) of (A) securities possessing (or convertible into or exercisable for securities possessing) thirty three and one third percent
(331/3%) or more of the total combined voting power of all of the Corporation's outstanding securities (as measured in terms of the power to vote with respect to the election of Board
members) or (B) securities representing thirty three and one third percent (331/3%) or more of the aggregate market value of all of the Corporation's outstanding capital stock,
measured in each instance immediately after the consummation of such transaction or series of related transactions and whether such transaction or transactions involve a direct issuance from the
Corporation or the acquisition of outstanding securities held by one or more of the Corporation's existing stockholders, including an indirect acquisition of those securities effected through an
acquisition of United Online, Inc., by merger, consolidation or sale of all or substantially all of its assets or outstanding capital stock at a time when United Online, Inc. is the
Parent of the Corporation; or 


        (iv)  a
change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period
or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the
time the Board approved such election or nomination. 




        In
no event, however, shall a Change in Control be deemed to occur as a result of a spin-off distribution by United Online, Inc of all or any portion of the Corporation's
outstanding securities held 


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by
United Online, Inc. to its existing stockholders in proportion to their holdings of United Online, Inc. capital stock. 



        D.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        E.    Common Stock shall mean shares of the Corporation's Class A common stock. 


        F.     Corporation shall mean Classmates Media Corporation, a Delaware corporation, and any successor corporation to all or
substantially all of the assets or voting stock of Classmate Media Corporation which shall by appropriate action adopt the Plan. 



        G.    Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 


        H.    Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement. 


        I.     Exercise Price shall mean the exercise price per Option Share as specified in the Grant Notice. 



        J.     Exercise Schedule shall mean the schedule set forth in the Grant Notice pursuant to which the option is to become
exercisable for the Option Shares in one or more installments over the Optionee's period of Service. 


        K.    Expiration Date shall mean the date on which the option expires as specified in the Grant Notice. 


        L.    Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common
Stock at the close of regular hours trading (i.e., before after-hours trading beings) on date in question on the Stock Exchange serving as the primary market for the Common Stock, as such price is
reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other
Stock Exchange on which the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists. 


        M.   Family Member shall mean any of the following members of Optionee's family: any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law. 


        N.    Grant Date shall mean the date of grant of the option as specified in the Grant Notice. 


        O.    Grant Notice shall mean the Notice of Grant of Stock Option informing Optionee of the basic terms of the option subject to
this Agreement. 


        P.     Involuntary Termination shall mean the termination of Participant's Service by reason of: 



          (i)  Optionee's
involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 


         (ii)  Optionee's
voluntary resignation following (A) a material reduction in the scope of his or her day-to-day responsibilities with the
Corporation (or any Parent or Subsidiary), it being understood that a change in such individual's title shall not, in and of itself, be deemed a material reduction, (B) a material reduction in
Optionee's base salary, which shall be deemed to occur if such reduction is more than fifteen percent (15%), or (C) a material relocation of Participant's principal place of employment, which
shall be deemed to occur if such relocation is more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation (or any Parent or Subsidiary)
without Optionee's consent and Optionee's resignation occurs after 



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providing
the Corporation with notice of the event or events constituting grounds for an Involuntary Termination pursuant to this subparagraph (ii) and the Corporation's failure to remedy such
event or events after a cure period of thirty (30) days following the delivery of such notice. 




        Q.    Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or
disclose by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way prelude or restrict the right of the Corporation (or any Parent or
Subsidiary) to discharge or dismiss Optionee or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omission, but such other acts or omissions shall
not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct. 


        R.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 



        S.     Notice of Exercise shall mean the notice of option exercise in the form prescribed by the Corporation. 


        T.     Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice. 


        U.    Optionee shall mean the person to whom the option is granted as specified in the Grant Notice. 



        V.     Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 


        W.    Permanent Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of twelve (12) months or more. 


        X.    Plan shall mean the Corporation's 2007 Incentive Compensation Plan. 


        Y.    Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the
Plan. 


        Z.    Service shall mean Optionee's performance of services for the Corporation (or any Parent or Subsidiary, whether now
existing or subsequently established) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. However, Optionee shall be
deemed to cease Service immediately upon the occurrence of either of the following events: (i) Optionee no longer performs services in any of the foregoing capacities for the Corporation or any
Parent or Subsidiary or (ii) the entity for which Optionee is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Optionee may subsequently
continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation. However, except to
the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation's written policy on leaves of absence, no Service credit shall be given for vesting
purposes for any period the Optionee is on a leave of absence. 


        AA. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock
Exchange. 


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        BB.  Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 


        CC. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and
local employment taxes required to be withheld by the Corporation in connection with the exercise of the option. 


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Exhibit 10.12


CLASSMATES MEDIA CORPORATION STOCK OPTION AGREEMENT