Exhibit
10.2


 


FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
First Amendment to Second Amended and Restated Employment Agreement, made and
entered into effective as of August 15, 2009 (the “Amendment”),
amends that certain Second Amended and Restated Employment Agreement dated
effective as of January 1, 2009 (the “Original Agreement”)
by and between United Online, Inc. (the “Company”),
and Frederic A. Randall, Jr. 
Capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Original Agreement.


 


RECITALS


 


WHEREAS, Mr. Randall has been offered and has
voluntarily accepted the position of Executive Vice President and Chief
Strategy Officer of the Company, effective August 15, 2009, thereby
voluntarily relinquishing his position as the Company’s Executive Vice
President, General Counsel and Secretary as of that date; and


 


WHEREAS, the parties desire to amend the
Original Agreement to reflect the change in Mr. Randall’s position and
such other revisions to the Original Agreement as are described herein.


 


NOW, THEREFORE, in consideration of the mutual promises
set forth herein, and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.             The
definition of “Company” as set forth in the recitals of the Original Agreement
is hereby removed and replaced in its entirety as follows:


 


“For purposes of this
Agreement, the term “Company” shall mean United Online.”


 


2.             Section 2.1
of the Original Agreement is hereby removed and replaced in its entirety as
follows:


 


“Employee shall
serve as Executive Vice President and Chief Strategy Officer of the
Company.  In this capacity, Employee
shall perform such customary, appropriate and reasonable executive duties as
are usually performed by the Chief Strategy Officer, including but not limited
to strategic planning and acquisitions, and such duties as are delegated to him
from time to time by the Chief Executive Officer of the Company.  Employee shall report directly to the Company’s
Chief Executive Officer.”


 


3.             All
other references in the Original Agreement to “Executive Vice President and
General Counsel” of the Company, including but not limited to the reference in
the second paragraph of Section 4.2(e), shall hereafter be deemed to refer
to “Executive Vice President and Chief Strategy Officer.


 


4.             Sections 3.3(c) and 3.3(d) of the Original
Agreement are hereby deleted in their entirety.


 

















 


5.             The term “Competitive Business Activity” in Section 5
of the Original Agreement is hereby removed and replaced in its entirety as
follows:


 


“The term ‘Competitive Business Activity’ shall mean any business,
activity or endeavor that the Company or any of its subsidiaries or other
affiliates is currently engaged in or that the Company or any of its
subsidiaries or other affiliates engages in, or has agreed to acquire or engage
in (including, but not limited to, by merger, asset acquisition or similar
transaction), at any time during the period you are employed by the Company,
currently including, but not limited to, the business of providing (i) floral
and related products and services to consumers and retail florists, as well as
to other retail locations offering floral and related products and services, (ii) online
social networking services, (iii) online loyalty marketing services and
loyalty rewards programs, and/or (iv) Internet access services, Internet
security services, Web hosting services and email.”


 


6.             The second paragraph of Section 7 of the Original
Agreement is hereby deleted in its entirety.


 


7.             Appendix A attached to the Original Agreement is
hereby removed and replaced in its entirety as set forth on Appendix A
attached hereto.


 


8.             Except as modified by this
Amendment, all the terms and provisions of the Original Agreement shall
continue in full force and effect.


 


(Signature Page Follows)


 


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IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment on the
date specified therefor below.


 


 


	
   

  	
  /s/ Frederic A. Randall, Jr.

  
	
   

  	
  Frederic A. Randall, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED ONLINE, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
   

  	
  Mark R. Goldston

  
	
   

  	
   

  	
  Chairman, President and Chief Executive Officer

  



 


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Appendix A


 


“Change in Control”
of United Online shall mean a change in ownership or control of United Online
effected through any of the following transactions:


 


“United
Online” 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.


 


“Board”
shall mean United Online’s Board of Directors.


 


“1934 Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.


 


(i)            a merger or consolidation approved
by United Online’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 United Online’s outstanding voting securities
immediately prior to such transaction,


 


(ii)           the sale, transfer or other disposition
of all or substantially all of United Online’s assets approved by United Online’s
stockholders,


 


(iii)          the acquisition, directly or
indirectly by any person or related group of persons (other than United Online
or a person that directly or indirectly controls, is controlled by, or is under
common control with, United Online), 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 United Online’s
outstanding securities, 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.


 


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