Exhibit 10.9  UNITED
ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT  RECITALS  A.The
Board has adopted the Plan for the purpose of retaining the services of
selected Employees and consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).  B.Participant
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 issuance of shares
of Common Stock to the Participant under the Plan.  C.All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix A.  NOW, THEREFORE, it is hereby
agreed as follows:  1.Grant of
Restricted Stock Units. 
The Corporation hereby awards to the Participant, as of the Award Date,
Restricted Stock Units under the Plan. Each Restricted Stock Unit represents
the right to receive one share of Common Stock on the date that unit vests in
accordance with the express provisions of this Agreement. The number of shares
of Common Stock subject to the awarded Restricted Stock Units, the applicable
vesting schedule for those shares, the dates on which those vested shares shall
become issuable to Participant and the remaining terms and conditions governing
the award (the Award) shall be as set forth in this Agreement.  AWARD SUMMARY  Award Date:
  
  <Award Date>Number of Shares
  Subject to Award:
  
  <# of Shares
  Awarded> shares of Common Stock (the Shares)Vesting
  Schedule:
  
  <specify vesting
  schedule> (the Normal Vesting Schedule). However, one or more Shares may
  be subject to accelerated vesting in accordance with the provisions of
  Paragraph 5 of this Agreement.Issuance Schedule
  
  The
  Shares in which the Participant vests in accordance with the Normal Vesting
  Schedule shall be issued, subject to the Corporations collection of all
  applicable Withholding Taxes, on the applicable vesting date specified for
  those Shares in such Normal Vesting Schedule 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. The Shares which
  vest pursuant to Paragraph 5 of this Agreement shall be issued in accordance
  with the provisions of such Paragraph. The applicable Withholding Taxes are
  to be collected pursuant to the procedures set forth in Paragraph 7 of this
  Agreement.  2.Limited
Transferability.  Prior to
actual receipt of the Shares which vest hereunder, the Participant may not
transfer any interest in the Award or the underlying Shares. Any


Shares which vest
hereunder but which otherwise remain unissued at the time of the Participants
death may be transferred pursuant to the provisions of the Participants will
or the laws of inheritance or to the Participants designated beneficiary or
beneficiaries of this Award. The Participant may also direct the Corporation to
re-issue the stock certificates for any Shares which in fact vest and become
issuable under the Award during his or her lifetime to one or more designated
family members or a trust established for the Participant and/or his or her
family members. The Participant may make such a beneficiary designation or
certificate directive at any time by filing the appropriate form with the Plan
Administrator or its designee.  3.Cessation of
Service.  Except as
otherwise provided in Paragraph 5 below, should the Participant cease Service
for any reason prior to vesting in one or more Shares subject to this Award,
then the Award will be immediately cancelled with respect to those unvested
Shares, and the number of Restricted Stock Units will be reduced accordingly.  The Participant shall thereupon cease to have
any right or entitlement to receive any Shares under those cancelled units.  4.Stockholder Rights and Dividend Equivalents  (a)The
holder of this Award shall not have any stockholder rights, including voting or
dividend rights, with respect to the Shares subject to the Award until the
Participant becomes the record holder of those Shares upon their actual
issuance following the Corporations collection of the applicable Withholding
Taxes.  (b)Notwithstanding
the foregoing, should any dividend or other distribution, whether regular or
extraordinary and whether payable in cash, shares of Common Stock or other
property, be declared and paid on the outstanding Common Stock while one or
more Shares remain subject to this Award (i.e., those Shares are not otherwise
issued and outstanding for purposes of entitlement to the dividend or
distribution), then the following provisions shall govern the Participants
interest in that dividend or distribution:  (i)If
the dividend is a regularly-scheduled cash dividend on the Common Stock, then
the Participant shall be entitled to a current cash distribution from the
Corporation equal to the cash dividend the Participant would have received with
respect to the Shares at the time subject to this Award had those Shares
actually been issued and outstanding and entitled to that cash dividend. Each
cash dividend equivalent payment under this subparagraph (i) shall be paid
within five (5) business day following the payment of the actual cash
dividend on the outstanding Common Stock, subject to the Corporations
collection of all applicable federal, state and local income and employment
withholding taxes.  (ii)For
any other dividend or distribution, a special book account shall be established
for the Participant and credited with a phantom dividend equivalent to the
actual dividend or distribution which would have been paid on the Shares at the
time subject to this Award had they been issued and outstanding and entitled to
that dividend or distribution.  As the
Shares subsequently vest hereunder, the phantom dividend equivalents so
credited to those Shares in the book account shall also vest and shall be
distributed to the Participant (in the same form the actual dividend or
distribution was paid to the holders of the Common Stock entitled to that
dividend or distribution) concurrently with the issuance of the vested Shares
to which those phantom dividend equivalents relate.  However, each such distribution shall be
subject to the Corporations collection of the Withholding Taxes applicable to
that distribution.  2


5.Change of Control.  (a)Any
Restricted Stock Units subject to this Award at the time of a Change in Control
may be assumed by the successor entity or otherwise continued in full force and
effect or may be replaced with a cash incentive program of the successor entity
which preserves the Fair Market Value of the unvested shares of Common Stock
subject to the Award at the time of the Change in Control and provides for the
subsequent vesting and payout of that value in accordance with the same vesting
and issuance schedule that would otherwise be in effect for those shares in the
absence of such Change in Control.  In
the event of such assumption or continuation of the Award or such replacement
of the Award with a cash incentive program, no accelerated vesting of the
Restricted Stock Units shall occur at the time of the Change in Control.  (b)In
the event the Award is assumed or otherwise continued in effect, the Restricted
Stock Units subject to the Award shall be adjusted immediately after the
consummation of the Change in Control so as to apply to the number and class of
securities into which the Shares subject to those units immediately prior to
the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that
time.  To the extent the actual holders
of the outstanding Common Stock receive cash consideration for their Common
Stock in consummation of the Change in Control, the successor corporation (or
parent entity) may, in connection with the assumption or continuation of the
Restricted Stock Units subject to the Award at that time, 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 the Change in Control
transaction, provided the substituted common stock is readily tradable on an
established U.S. securities exchange or market.  (c)Any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash incentive program
under Paragraph 5(a) shall be subject to accelerated vesting in accordance
with the following provisions:  ·If an Involuntary Termination of the
Participants Service occurs within twelve (12) months after the Change in
Control event, then the Participant shall immediately vest in an additional
number of Shares equal to the greater of (i) twenty-five
percent (25%) of the total number of Shares subject to the Award or (ii) the
additional number of Shares in which the Participant would have been vested at
the time of such Involuntary Termination if (A) he or she had completed an
additional period of Service equal in duration to the actual period of Service
completed by the Participant between the Award Date and the date of such
Involuntary Termination and (B) the Shares subject to this Award had
vested in forty-eight (48) successive equal monthly installments over the
duration of the Vesting Schedule.  In no
event, however, shall the number of Shares which vest on such an accelerated
basis exceed the number of Shares unvested immediately prior to the date of the
Participants Involuntary Termination. 
The Shares that vest upon such Involuntary Termination of Service shall
be issued to the Participant, subject to the Corporations collection of all
applicable Withholding Taxes, on the date of such Involuntary Termination or as
soon thereafter as administratively practicable, but in no event later than the
close of the calendar year in which the date of such Involuntary Termination
occurs or (if later) the fifteenth day of the third calendar month following
such date.  In the event of a replacement
cash incentive program under Paragraph 5(a), the foregoing provisions shall be
applied to the proceeds in such replacement program attributable to the Shares
that would otherwise vest on an accelerated basis in accordance herewith had
the Award been assumed or otherwise continued in effect.  (d)If the Restricted Stock Units subject to this
Award at the time of the Change in Control are not assumed or otherwise
continued in effect or replaced with a cash incentive program in accordance
with Paragraph 5(a), then those units shall vest immediately prior to the
closing of  3


the
Change in Control. The Shares subject to those vested units shall be converted
into the right to receive the same consideration per share of Common Stock
payable to the other stockholders of the Corporation in consummation of that
Change in Control, and such consideration shall be distributed to Participant
within fifteen (15) business days following the effective date of that Change
in Control. Such distribution shall be subject to the Corporations collection
of the applicable Withholding Taxes pursuant to the provisions of Paragraph 7.  (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.  6.Adjustment in
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 or other change
affecting the outstanding Common Stock as a class without the Corporations
receipt of consideration, appropriate adjustments shall be made to the total
number and/or class of securities issuable pursuant to this Award in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.  7.Issuance of
Shares of Common Stock.  (a)As
soon as administratively practicable following each date one or more Shares
vest in accordance with the provisions of this Agreement, the Corporation shall
issue to or on behalf of the Participant a certificate (which may be in
electronic form) for the shares of Common Stock which vest on that date under
the Award, subject to the Corporations collection of the applicable
Withholding Taxes. Until such time as the Corporation provides the Participant
with notice to the contrary, the Corporation shall collect the Withholding
Taxes with respect to the vested Shares through an automatic Share withholding
procedure pursuant to which the Corporation will withhold, immediately as the
Shares vest under the Award, a portion of those vested Shares with a Fair
Market Value (measured as of the vesting date) equal to the amount of such
Withholding Taxes  (the Share
Withholding Method); provided, however,
that the amount of any Shares so withheld shall not exceed the amount necessary
to satisfy the Corporations required tax withholding obligations using the
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to supplemental taxable income.
Participant shall be notified in writing in the event such Share Withholding
Method is no longer available.  (b)Should
any Shares vest under the Award at time the Share Withholding Method is not
available, then the Withholding Taxes shall be collected from the Participant
through either of the following alternatives:  ·the
Participants delivery of his or her separate check payable to the Corporation
in the amount of such Withholding Taxes, or  ·the
use of the proceeds from a next-day sale of the Shares issued to the
Participant, provided and only if (i) such a sale is permissible under the
Corporations trading policies governing the sale of Common Stock, (ii) the
Participant makes an irrevocable commitment, on or before the vesting date for
those Shares, to effect such sale of the Shares and (iii) the transaction
is not otherwise deemed to constitute a prohibited loan under Section 402
of the Sarbanes-Oxley Act of 2002.  (c)Except
as otherwise provided in Paragraph 5 or Paragraph 7(a), the settlement of all
Restricted Stock Units which vest under the Award shall be made solely in
shares of  4


Common Stock.  In no event, however, shall any fractional
shares be issued.  Accordingly, the total
number of shares of Common Stock to be issued at the time the Award vests shall,
to the extent necessary, be rounded down to the next whole share in order to
avoid the issuance of a fractional share.  8.Compliance with
Laws and Regulations.  The
issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Corporation and Participant with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange (or the Nasdaq National Market, if applicable) on which the Common
Stock may be listed for trading at the time of such issuance.  9.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, and directed to the attention of Stock Plan
Administrator.  Any notice required to be given or delivered to
Participant shall be in writing and addressed to Participant at the
address on record with the Corporation.  An email to the email address of
Participant on record with the Corporation shall be deemed to be written
notice.  All notices shall be deemed effective upon personal
delivery, upon sending of an email or upon deposit in the mail, postage
prepaid and properly addressed to the party to be notified.  10.Successors and
Assigns.  Except to the
extent otherwise provided in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and Participant, Participants assigns, the legal
representatives, heirs and legatees of Participants estate and any
beneficiaries of the Award designated by Participant.  11.Construction.  This
Agreement and the Award 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 the Award.  12.Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that States conflict-of-laws rules.  13.Employment at
Will.  Nothing in this Agreement or in the Plan
shall confer upon Participant 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
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participants Service at any time for any reason, with or
without cause.  14.Deferred Issuance Date.  (a)It is the intention of the parties that the
provisions of this Agreement comply with the requirements of the short-term
deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4).  Accordingly, to the extent there is any
ambiguity as to whether one or more provisions of this Agreement would
otherwise contravene the requirements or limitations of Code Section 409A
applicable to such short-term deferral exception, then those provisions shall
be interpreted and applied in a manner that does not result in a violation of
the requirements or limitations of Code Section 409A and the Treasury
Regulations thereunder that apply to such exception.  (b)If and to the extent this Agreement may be
deemed to create an arrangement subject to the requirements of Section 409A,
then no Shares or other amounts which become  5


issuable or distributable by
reason of Participants cessation of Service shall actually be issued or
distributed to Participant prior to the earlier of (i) the
first day of the seventh (7th) month following the date of his or her
Separation from Service due to such cessation of Service or (ii) the date
of Participants death, if Participant is deemed at the time of such Separation
from Service to be a specified employee under Section 1.409A-1(i) of
the Treasury Regulations issued under Code Section 409A, as determined by
the Plan Administrator in accordance with consistent and uniform standards
applied to all other Code Section 409A arrangements of the Corporation,
and such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2).  The deferred Shares or other distributable
amount shall be issued or distributed in a lump sum on the first day of the
seventh (7th) month following the date of Participants Separation from Service
or, if earlier, the first day of the month immediately following the date the
Corporation receives proof of Participants death.  IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.  UNITED ONLINE, INC.By:
  Mark R. GoldstonTitle:
  Chairman, Chief Executive Officer and PresidentPARTICIPANTName: <Participant Name>Signature: <Signed Electronically>Social Security No: <SSN>  6


APPENDIX
ADEFINITIONS  The following definitions shall be in effect under the
Agreement:  A.Agreement
shall mean this Restricted Stock Unit Issuance Agreement.  B.Award
shall mean the award of restricted stock units made to the Participant pursuant
to the terms of this Agreement.  C.Award Date
shall mean the date the restricted stock units are awarded to Participant
pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the
Agreement.  D.Board
shall mean the Corporations Board of Directors.  E.Change in Control
shall mean a change in ownership or control of the Corporation effected through
any of the following transactions:  (i)a
merger or consolidation approved by the Corporations stockholders, unless
securities possessing 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
substantially in the same proportion, by the persons who beneficially owned the
Corporations outstanding voting securities immediately prior to such
transaction,  (ii)the
sale, transfer or other disposition of all or substantially all of the
Corporations assets  approved by the
Corporations stockholders,  (iii)the acquisition,
directly or indirectly by any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is controlled
by, or is under common control with, the Corporation), of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporations outstanding securities pursuant to a tender or exchange offer
made directly to the Corporations stockholders, 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.  F.Code
shall mean the Internal Revenue Code of 1986, as amended.  A-1


G.Common Stock
shall mean shares of the Corporations common stock.  H.Corporation
shall mean United Online, Inc., a Delaware corporation, and any successor
corporation to all or substantially all of the assets or voting stock of United
Online, Inc. which shall by appropriate action adopt the Plan.  I.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.  J.Fair Market Value
per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:  (i)If
the Common Stock is at the time traded on the Nasdaq National Market, then the
Fair Market Value shall be the closing selling price per share of Common Stock,
as such price is reported by the National Association of Securities Dealers. 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.  (ii)If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on
the date in question on the Stock Exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange.  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.  K.Involuntary Terminationshall mean the termination of the Service of
any individual which occurs by reason of:  (i)such individuals involuntary dismissal or
discharge by the Corporation (or any Parent or Subsidiary) for reasons other
than Misconduct, or  (ii)such individual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 his or
her base salary or (C) a relocation of such individuals place of
employment by more than fifty (50) miles; provided,
however, that such individuals resignation for any of the
foregoing reasons shall constitute an Involuntary Termination only if the following
requirements are satisfied: (x) such individual provides written notice of
the clause (A), (B) or (C) event to the Corporation (or the Parent or
Subsidiary employer) within thirty (30) days after the occurrence of that
event, (y) the Corporation (or the Parent or Subsidiary employer) fails to
take appropriate remedial action to remedy such event within thirty (30) days
after receipt of such notice and (z) such individual resigns from his or
her employment with the Corporation (or the Parent or Subsidiary employer)
within ninety (90) days following the initial occurrence of the clause (A), (B) or
(C) event.  A-2


L.Misconductshall mean the
commission of any act of fraud, embezzlement or dishonesty by the Participant,
any unauthorized use or disclosure by such person of confidential information
or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person 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 preclude or restrict the right of the Corporation (or any Parent
or Subsidiary) to discharge or dismiss the Participant or any other person in
the Service of the Corporation (or any Parent or Subsidiary) for any other acts
or omissions, but such other acts or omissions shall not be deemed, for
purposes of this Agreement, to constitute grounds for termination for
Misconduct.  M.1934 Actshall mean the
Securities Exchange Act of 1934, as amended from time to time.  N.Participant
shall mean the person to whom the Award is made pursuant to the Agreement.  O.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.  P.Plan
shall mean the <specify applicable stock plan>, as amended and restated
from time to time.  Q.Plan
Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.  R.Separation from Servicemeans the Participants cessation of Employee
status and shall be deemed to occur at such time as the level of bona fide
services the Participant is to render as an Employee (or non-employee
consultant) permanently decreases to a level that is not more than twenty
percent (20%) of the average level of services the Participant rendered as an
Employee during the immediately preceding thirty-six (36) months (or such
shorter period of time in which the Participant has been in Employee status).
Any such determination, however, shall be made in accordance with the
applicable standards of the Treasury Regulations issued under Internal Revenue
Code Section 409A.  S.Service shall mean the Participants
performance of services for the Corporation (or any Parent or Subsidiary) in
the capacity of an Employee, a non-employee member of the board of directors or
a consultant or independent advisor. For purposes of this Agreement,
Participant shall be deemed to cease Service immediately upon the occurrence of
the either of the following events: (i) Participant no longer performs
services in any of the foregoing capacities for the Corporation (or any Parent
or Subsidiary) or (ii) the entity for which Participant performs such
services ceases to remain a Parent or Subsidiary of the Corporation, even
though Participant 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; provided, however, that except to the extent otherwise
required by law or expressly authorized by the Plan Administrator or by the
Corporations written policy on leaves  A-3


of absence, no Service
credit shall be given for vesting purposes for any period the Participant is on
a leave of absence.  T.Stock Exchange
shall mean the American Stock Exchange or the New York Stock Exchange.  U.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.  V.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 issuance of the shares of Common Stock which
vest under the Award and any phantom dividend equivalents distributed with
respect to those shares.  A-4