UNTD » Topics » 4. TERMINATION

These excerpts taken from the UNTD 10-Q filed Nov 10, 2008.
Termination by the Company.  If your employment is terminated by the Company “without cause” (as defined below), and subject to your execution (without revoking) and delivery to the Company of a comprehensive agreement releasing the Company and its officers, directors, employees, stockholders, parents, subsidiaries, affiliates, representatives and other parties and containing such other and additional terms as the Company deems satisfactory (“Release”), which becomes effective after the expiration of any applicable revocation period, the Company will pay you a separation payment (the “Separation Payment”) equal to the sum of (i) twenty-four (24) months of your then current annual base salary, (ii) your Annual Bonus and (iii) your Annual Bonus, prorated through your termination date.  For purposes of Section 7(b)(ii) and Section 7(b)(iii) above, “Annual Bonus” shall mean the lesser of 100% of your then current annual base salary or the Annual Bonus paid to you for the preceding fiscal year.  This Separation Payment will be payable monthly on a pro rata basis over twenty-four (24) months after such termination with the first such payment commencing upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by law.  Upon termination of your employment by the Company “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above, the Company will have no further obligation to you except pursuant to this paragraph.

 

If your employment is terminated by the Company “with cause” (as defined below), the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding

 

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the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Confidentiality and Non-Competition Agreement referenced in Section 5 above.

 

If any payment or benefit received or to be received by you (including any payment or benefit received pursuant to this letter or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the  Internal Revenue Code of 1986, or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the cash payments provided to you under this Agreement shall first be reduced (and thereafter, if necessary, the acceleration of  vesting provided to you under this Agreement shall be reduced) to the extent necessary to make such payments and benefits not subject to such Excise Tax, but only if such reduction results in a higher after-tax payment to you after taking into account the Excise Tax and any additional taxes  you would pay if such payments and benefits were not reduced.

 

Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to your execution (without revocation) of a Release (as defined in Paragraph 4), the Company will pay you a separation payment (the “Separation Payment”) equal to the sum of (i) twenty four (24) months of your then current annual base salary, (ii) your Annual Bonus and (iii) your Annual Bonus, prorated through your termination date.  For purposes of Section 7(b)(ii) and Section 7(b)(iii) above, “Annual Bonus” shall mean the lesser of 100% of your then current annual base salary or the Annual Bonus paid to you for the preceding fiscal year.  Payment of this Separation Payment will be contingent on your signing (without revocation) the Release.  This Separation Payment will be payable monthly on a pro rata basis over twenty four (24) months after such termination with the first such payment commencing upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by law.  Upon termination of your employment by the Company “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above, the Company will have no further obligation to you except pursuant to this paragraph.

 

If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and the restrictive covenants set forth in Section 9 below.

 

If any payment or benefit received or to be received by you (including any payment or benefit received pursuant to the  this letter or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the  Internal Revenue Code of 1986, or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the cash payments provided to you under this Agreement shall first be reduced (and thereafter, if necessary, the acceleration of  vesting provided to you under this Agreement shall be reduced) to the extent necessary to make such payments and benefits not subject to such Excise Tax, but only if such reduction results in a higher after-tax payment to you after taking into account the Excise Tax and any additional taxes  you would pay if such payments and benefits were not reduced.

 

This excerpt taken from the UNTD 10-Q filed Oct 30, 2007.

4.     TERMINATION

        4.1    Termination for Cause; Certain Definitions.    

            (a)   Termination "for Cause" is defined as follows: (1) if Mr. Goldston is convicted of, or enters a plea of nolo contendere to, a felony, including any act of moral turpitude that adversely impacts Classmates or any of its subsidiaries, (2) if Mr. Goldston commits an act of actual fraud, embezzlement, theft or similar dishonesty against Classmates or any of its subsidiaries that adversely and materially impacts Classmates or any of its subsidiaries, (3) if Mr. Goldston commits any willful misconduct resulting in material harm to Classmates or any of its subsidiaries, or (4) if Mr. Goldston 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 Classmates' Board of Directors and to perform his obligations hereunder.

            (b)   Classmates may terminate this Agreement immediately (except as required by clause 4.1(a)(4) above) for any of the reasons stated in Section 4.1(a) by giving written notice to Mr. Goldston without prejudice to any other remedy to which Classmates may be entitled. The notice of termination shall specify the grounds for termination or shall state that Classmates is exercising its rights to terminate Mr. Goldston without Cause. If Mr. Goldston's employment hereunder is terminated "for Cause" pursuant to this Section 4.1, Mr. Goldston shall be entitled to receive reimbursement for any expenses, as set forth in Section 3.8, through the date of termination, but shall not be entitled to retain any unvested Options, unvested Equity Awards or any other amount except for amounts earned under any plan but not yet paid as of the date of termination.

            (c)   As used in this Agreement, Mr. Goldston shall be deemed "Involuntarily Terminated" if: (i) Mr. Goldston resigns following a breach by Classmates of its obligations hereunder; provided, however, Mr. Goldston shall provide Classmates with written notice of such breach within ninety days after the conduct occurs giving rise to it, and Classmates shall have thirty (30) days following such notice to cure such breach; (ii) Classmates or any successor to Classmates terminates Mr. Goldston's employment without Cause in connection with or following a Corporate Transaction; or (iii) in connection with or after a Corporate Transaction there is both (A) (a) a material decrease in Mr. Goldston's duties or responsibilities (it being deemed to be a decrease in duties and/or responsibilities if Mr. Goldston is not offered and provided the position of Chairman of the Board of Directors and Chief Executive Officer of Classmates or its successor as well as the position of Chairman of the Board of Directors and Chief Executive Officer of the acquiring and ultimate parent entity, if any, following a Corporate Transaction), (b) a material decrease in compensation from that provided by Classmates immediately prior to the Corporate Transaction, (c) a requirement that Mr. Goldston re-locate out of the greater Los Angeles metropolitan area, or (d) a failure by any successor to Classmates to confirm in writing that this Agreement remains

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    in full force and effect and (B) Mr. Goldston terminates his employment with Classmates within 180 days following any such event. A resignation or termination under circumstances described above shall be deemed an "Involuntary Termination."

            (d)   "Corporate Transaction" shall mean: (x) a change in ownership or control of Classmates effected through the acquisition, directly or indirectly, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities such that Parent (or a person that directly or indirectly controls, is controlled by, or is under common control with, Parent) no longer has the voting power to elect a majority of the Classmates Board of Directors; (y) a merger, consolidation or reorganization approved by Classmates' stockholders, unless securities representing the voting power to elect a majority of the Classmates Board of Directors are thereafter held by Parent; or (z) any stockholder-approved transfer or other disposition of a majority of Classmates' assets. In addition any of the following transactions shall be deemed a Corporate Transaction with respect to Classmates: (i) a change in ownership or control of Parent effected through the acquisition, directly or indirectly, by any person or related group of persons, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Parent's outstanding securities; (ii) a change in the composition of the Parent's Board over a period of thirty-six (36) consecutive months or less such that a majority of the Parent's Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Parent Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Parent Board members during such period by at least a majority of the Parent's Board members described in clause (A) who were still in office at the time the Parent Board approved such election or nomination; (iii) a merger, consolidation or reorganization approved by the Parent's stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Parent's outstanding voting securities immediately prior to such transaction; or (iv) any stockholder-approved transfer or other disposition of all or substantially all of the Parent "s assets.

            (e)    Disability.    "Disability" shall mean that Mr. Goldston, due to physical or mental illness or injury, is precluded from performing his duties under this Agreement for a period of 120 days or more, and shall be evidenced by a resolution of the Board following the recommendation of Mr. Goldston's physician or an independent physician selected by the Board (a "Doctor's Report"). If Mr. Goldston refuses to submit to an examination by such an independent physician reasonably requested by the Board, the Board may declare him Disabled without a Doctor's Report.

        4.2    Termination Without Cause.    If Mr. Goldston's employment is terminated without "Cause" as defined in Section 4.1(a) or if there is an Involuntary Termination, he will be eligible for the severance benefits set forth in Section 4.3.

        4.3    Severance Payments and Other Benefits Upon Termination Without Cause or Involuntary Termination.    If Classmates terminates Mr. Goldston's employment hereunder without Cause, or if there is an Involuntary Termination, Classmates (or its successor, as the case may be) shall (i) pay to Mr. Goldston any accrued but unpaid Base Salary and paid time off under any benefit plan to the extent required by law through the date of termination, (ii) reimburse Mr. Goldston for any expenses, as set forth in Section 3.8, through the date of termination and (iii) to the extent Mr. Goldston has not already received them and to the extent the underlying shares have vested (including vesting related to the termination), deliver to Mr. Goldston certificates representing Mr. Goldston's ownership of Classmates stock under any restricted share award. Additionally, subject to Mr. Goldston entering into and not revoking a release of claims in favor of Classmates and abiding by the non-competition and

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non-solicitation provisions set forth in Section 5 below, (A) Classmates (or its successor, as the case may be) shall pay to Mr. Goldston an amount in cash (the "Release Amount") equal to 3 times the sum of Mr. Goldston's (a) Base Salary and (b) Annual Bonus, if any, paid in the preceding twelve (12) months and (B) any outstanding Equity Awards shall become fully vested and exercisable (as applicable). The Release Amount shall be payable in one lump sum, subject to withholding as may be required by law, and such Release Amount shall be paid upon the expiration of all applicable review and revocation periods applicable to the release as statutorily required by law.

        If Mr. Goldston is Involuntarily Terminated (as defined in Section 4.1(c) above) or is terminated due to death or Disability, Mr. Goldston's options to purchase Classmates' Class A common stock shall be exercisable by Mr. Goldston, or, upon Mr. Goldston's death, his estate, for a one (1) year period following the date of termination (or until expiration of their term, if earlier). In addition, if Mr. Goldston is employed by Parent and Mr. Goldston is Involuntarily Terminated (as defined in the UOL Agreement) or is terminated from Parent due to death or permanent disability and he is not employed by Classmates immediately following such termination, Mr. Goldston's options to purchase Classmates' Class A common stock shall be exercisable by Mr. Goldston, or, upon Mr. Goldston's death, his estate, for a one (1) year period following the date of termination (or until expiration of their term, if earlier).

This excerpt taken from the UNTD 10-Q filed Aug 9, 2006.
b.             Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to the signing of a release, the form of which is attached hereto as Exhibit B (the “Release”), the Company will pay you a separation payment (the “Separation Payment”) calculated as follows: (i) in the event the termination date is on or prior to the one (1) year anniversary of the Commencement Date, the Separation Payment will be an amount equal to one (1) year of your then current annual base salary (and, for the purpose of clarity, the Company acknowledges that you will not be obligated to pay back the Signing Bonus); or (ii) in the event the termination date is between the first anniversary of the Commencement Date and December 31, 2008, the Separation Payment will be an amount equal to one (1) year of your then current annual base salary  plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary multiplied by the bonus percentage used to calculate the bonus awarded to you for the immediately preceding year and prorated based on the elapsed time between December 31 of the immediately preceding year and the termination date.  Subject to the Code Section 409A deferral period described in Section 7(e) below, if applicable, this Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the Release and your compliance with the terms of the Proprietary Information and Inventions Agreement and the noncompetition provisions set forth in Section 9 below.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above, the Company will have no further obligation to you except pursuant to this paragraph.

If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and if applicable, the noncompetition provisions set forth in Section 9 below.

You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the provision of such benefits to you would result in a “parachute payment” as such term is defined in Section 280(G)(b)(2) of the Internal Revenue Code of 1986.

This excerpt taken from the UNTD 8-K filed Apr 13, 2006.

ARTICLE VII
TERMINATION

 

Section 7.1             Termination.  The transactions contemplated hereby may be terminated or abandoned at any time prior to the Closing Date:

 

(a)           By the mutual written consent of Purchaser and Seller;

 

(b)           By either party on prior written notice to the other if any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable;

 

(c)           By either party on prior written notice to the other if the Closing shall not have occurred on or prior to the sixtieth day following the date of this Agreement;

 

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(d)           By Seller on prior written notice to Purchaser if any of the conditions set forth in Section 6.3 shall have become incapable of fulfillment and shall not have been waived by Seller; or

 

(e)           By Purchaser on prior written notice to Seller if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment and shall not have been waived by Purchaser;

 

provided, however, that the party seeking termination pursuant to Section 7.1(c), (d) or (e) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

 

Section 7.2             Effect of Termination.  In the event of the termination of this agreement in accordance with Section 7.1, (a) this Agreement shall become null and void and of no further force or effect except for Section 5.5, this Article VII, and Article X, (b) such termination shall relieve each party from all violations of this Agreement that occurred prior to such termination other than intentional breaches and (c) all confidential information received by Purchaser with respect to the Company shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

 

These excerpts taken from the UNTD 10-Q filed Aug 8, 2005.
Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to the signing of a release, the form of which is attached hereto as Exhibit A (the “Release”), the Company will pay you a separation payment (the “Separation Payment”) equal to an amount equal to one year of your then current annual base salary plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary multiplied by the bonus percentage used to calculate the bonus awarded to you for the immediately preceding year.  This Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the Release.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above, the Company will have no further obligation to you except pursuant to this paragraph.

 

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If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and if applicable, the noncompetition provision set forth in Section 9 below.

 

You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the provision of such benefits to you would result in a “parachute payment” as such term is defined in Section 280(G)(b)(2) of the Internal Revenue Code of 1986.

 

Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to the signing of a release, the form of which is attached hereto as Exhibit A (the “Release”), the Company will pay you a separation payment (the “Separation Payment”) equal to an amount equal to one year of your then current annual base salary plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary multiplied by the bonus percentage used to calculate the bonus awarded to you for the immediately preceding year.  This Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the Release.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4 above, the Company will have no further obligation to you except pursuant to this paragraph.

 

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If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and if applicable, the noncompetition provision set forth in Section 9 below.

 

You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the provision of such benefits to you would result in a “parachute payment” as such term is defined in Section 280(G)(b)(2) of the Internal Revenue Code of 1986.

 

Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to the signing of a release, the form of which is attached hereto as Exhibit A (the “Release”), the Company will pay you a separation payment (the “Separation Payment”) equal to an amount equal to one year of your then current annual base salary plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary multiplied by the bonus percentage used to calculate the bonus awarded to you for the immediately preceding year.  This Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the Release.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of

 

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Termination by the Company.  If your employment is terminated by the Company “without cause” (as defined below), and subject to the signing of a standard mutually agreeable release of all employment-related claims against the Company, its subsidiaries, and officers, directors, and agents thereof, the Company will pay you a separation payment (the “Separation Payment”) equal to (i) if such termination occurs prior to the one (1)-year anniversary of the Commencement Date, an amount equal to one year of your then current annual base salary (and, for the purpose of clarification, the Company acknowledges that you will not be required to pay back the Signing Bonus) or (ii) if such termination occurs after the one (1)-year anniversary of the Commencement Date and prior to the two (2)-year anniversary of the Commencement Date, an amount equal to one year of your then current annual base salary plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary, multiplied by the bonus percentage used to calculate the bonus awarded to you for the immediately preceding year, and prorated through the date of termination.  This Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the standard release of claims referred to above.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above, the Company will have no further obligation to you except pursuant to this paragraph.

 

If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and if applicable, the noncompetition provision set forth in Section 9 below.

 

You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the provision of such benefits to you would result in a “parachute payment” as such term is defined in Section 280(G)(b)(2) of the Internal Revenue Code of 1986.

 

Termination by the Company.  If your employment is terminated by the Company “without cause” as defined below, and subject to the signing of a standard mutually agreeable release of all employment-related claims against the Company, its subsidiaries, and officers, directors, and agents thereof, the Company will pay you a separation payment (the “Separation Payment”) equal to (i) if such termination occurs prior to the one (1)-year anniversary of the Commencement Date, an amount equal to one year of your then current annual base salary (and, for the purpose of clarification, the Company acknowledges that you will not be required to pay back the Signing Bonus) or (ii) if such termination occurs after the one (1)-year anniversary of the Commencement Date and prior to the two (2)-year anniversary of the Commencement Date, an amount equal to one year of your then current annual base salary plus the Annual Bonus (as defined herein).  For purposes of the immediately preceding sentence, “Annual Bonus” means your then current annual base salary multiplied by the median bonus percentage used to calculate the bonuses awarded to other executive vice presidents of the Company for the immediately preceding year.  This Separation Payment will be payable monthly on a pro rata basis over twelve (12) months after such termination.  Payment of this Separation Payment will be contingent on your signing the standard release of claims referred to above.  Upon termination of your employment “without cause,” other than the obligations set forth in the first sentence of Section 7(a) above and the acceleration of vesting provided in Section 4(c) above, the Company will have no further obligation to you except pursuant to this paragraph.

 

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If your employment is terminated by the Company “with cause” as defined below, the Company will have no further obligation to you under the terms of this letter, other than the obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination of your employment by the Company “with cause” or “without cause,” or by you for “good reason,” you will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and if applicable, the noncompetition provision set forth in Section 9 below.

 

You have the right decline to receive a portion of the benefits set forth under Sections 4 and 7 in the event that you determine that the provision of such benefits to you would result in a “parachute payment” as such term is defined in Section 280(G)(b)(2) of the Internal Revenue Code of 1986.

 

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