Exhibit 10.1


 


UNITED ONLINE, INC.


2009 MANAGEMENT BONUS PLAN


 


I.              PURPOSES OF THE PLAN


 


1.01         The United Online, Inc.
(the “Company”) 2009 Management
Bonus Plan (the “Plan”) is hereby established
to promote the interests of the Company by creating an incentive program to (i) attract
and retain employees who will strive for excellence and (ii) motivate
those individuals to set and achieve above-average objectives by providing them
with rewards for contributions to the financial performance of one or more
business segments of the Company.


 


1.02         For purposes of the Plan,
the financial performance of one or more both of the following business
segments of the Company (the “Business Segments”)
for the 2009 fiscal year shall be measured to determine the bonus amounts (if
any) payable for such fiscal year to the participants in the Plan:


 


(i)            Communications Segment


 


(ii)           Classmates
Media Segment


 


(iii)          FTD Segment


 


Accordingly,
some participants may earn their bonuses based on the combined performance of
the three Business Segments, and other participants may earn their bonuses
based on the performance of a single Business Segment.


 


II.            ADMINISTRATION OF THE PLAN


 


2.01         The Plan is hereby adopted
by the Compensation Committee of the Company’s Board of Directors (the “Committee”) and shall be
administered by the Committee pursuant to the powers provided to the Committee
by the Company’s Board of Directors.


 


2.02         The bonuses that may be
earned under the Plan shall be tied to the financial performance of the
applicable Business Segment or Segments for the Company’s 2009 fiscal year
ending December 31, 2009 (the “2009 Year”).


 


2.03         The interpretation and
construction of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Committee in its sole
discretion.  Decisions of the Committee
shall be final and binding on all parties who have an interest in the Plan.


 

















 


III.           DETERMINATION OF PARTICIPANTS


 


3.01         The following individuals (each
a “Participant”) will participate in
the Plan on the following basis:


 


(i)            Mark R. Goldston, Frederic
A. Randall, Jr., Scott H. Ray, Jeremy E. Helfand and Paul E. Jordan shall each
participate on the basis of the combined financial results of the three Business
Segments.


 


(ii)           Robert J. Taragan shall participate
on the basis of the financial results for the Communications Segment.


 


(iv)          Steven B. McArthur and
Matthew J. Wisk shall each participate on the basis of the financial results
for the Classmates Media Segment.


 


(v)           Robert S. Apatoff shall
participate on the basis of the financial results for the FTD Segment.


 


3.02         A Participant shall be
eligible to receive a bonus under the Plan if employed by the Company or any of
its subsidiaries on the date such bonus is paid in accordance with Section 5.01
of the Plan (the “Bonus Payment Date’). If a
Participant is not employed by the Company or one of its subsidiaries on the
Bonus Payment Date, then such individual will not be eligible to receive a
bonus under the Plan; provided, however,
that the following special partial payment provisions shall be in effect:


 


(i)            Should the
Participant’s employment terminate prior to the Bonus Payment Date as a result
of death or permanent disability, then the Committee shall provide that
individual or his estate with a pro-rated portion of the bonus such individual would
have earned, based on the Company’s actual performance for the 2009 fiscal year
in the applicable Business Segment or Segments, had he continued in the Company’s
employ through the Bonus Payment Date.


 


(ii)           A Participant who
is on a leave of absence or whose employment terminates after the start of the
2009 Year and recommences prior to the Bonus Payment Date may remain eligible
at the discretion of the Committee, and the Committee may provide that
individual with a pro-rated portion of the bonus such individual would have
earned, based on the Company’s actual performance for the 2009 fiscal year in
the applicable Business Segment or Segments, had he remained continuously in
the Company’s employ through the Bonus Payment Date.


 


3.03         For purposes of the Plan:


 


A.            A Participant shall be
considered an employee for so long as such individual remains employed by the
Company or one or more subsidiary corporations.


 

















 


B.            Each corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company
shall be considered to be a subsidiary of the Company, provided each such
corporation (other than the last corporation in the unbroken chain) owns, at
the time of determination, stock possessing more than fifty percent of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


C.            Unless defined otherwise in
any employment or severance agreement entitling the Participant to a full or
pro-rated bonus upon a disability termination, permanent disability shall
mean the Participant’s inability, with or without reasonable accommodation, to
perform the essential duties and responsibilities of his position with the
Company by reason of any medically-determinable physical or mental injury that
is expected to result in such individual’s death or that has continued, or is
expected to continue, for a period of twelve (12) consecutive months or more.


 


D.            In no event shall there be any
duplication of bonus payments under this Plan and any employment agreement or
severance agreement between the Company and a Participant that provides such
individual with a stated bonus or bonus formula for a particular year or
includes a bonus component as part of a severance pay formula thereunder.  To avoid any such potential duplication, such
Participant shall only be entitled to receive the greater of the bonus amount earned
by him under this Plan and the bonus amount to which he may otherwise be
entitled under his employment or severance agreement. The accelerated vesting
of any outstanding equity awards held by the Participant under any of the
Company’s stock plans, including any outstanding stock options, restricted
stock or restricted stock unit awards, or the extension of any exercise periods
for such stock options shall not be deemed to constitute a bonus payment for
purposes of this Section 3.03D.


 


IV.           BONUS AWARDS


 


4.01         The individual bonus award
payable under the Plan to each Participant for the 2009 Year shall be in the
form of a stock bonus payable in shares of the Company’s common stock (“Common Stock”), with the number of
such shares to be based on the performance of the Business Segment or Segments
to which that Participant has been assigned in accordance with Section 3.01.
For Participants assigned to the Communications, Classmates Media and FTD
Business Segments, performance shall be measured in terms of the combined
revenue and operating income before depreciation, amortization and certain
other expenses (“Adjusted OIBDA”) for those Business
Segments. Accordingly, 50% of their bonus entitlement shall be based upon the
achievement of the combined revenue targets (“Combined
Revenue Targets”) specified for those three Business Segments in
a schedule approved by the Committee, and the remaining 50% of their bonus
entitlement shall be based upon the achievement of the combined Adjusted OIBDA
targets (“Combined Adjusted OIBDA Targets”)
specified for those three Business Segments in a schedule approved by the
Committee. For participants assigned to the Communications Business Segment, the
Classmates Media Business Segment or the FTD Business Segment, performance
shall be measured in terms of the revenue and Adjusted OIBDA for the particular
Business Segment to which each such Participant has been assigned.  Accordingly, 50% of the bonus entitlement of
each such Participant shall be based upon the achievement of the revenue
targets (“Segment Revenue Targets”)
specified for his assigned Business Segment in a schedule approved by the Committee,
and the remaining 50% of his bonus entitlement shall be based upon the
achievement of the Adjusted OIBDA targets (“Segment
Adjusted OIBDA Targets”) specified for that Business Segment in a
schedule approved by the Committee.


 

















 


4.02         The following
provisions shall govern the calculation of the levels at which the Revenue
Targets and Adjusted OIBDA Targets (whether measured on a Combined or Segment
basis) are attained for the 2009 Year and the determination of the bonus
amounts based on those calculations:


 


(a)           In determining the actual
level at which Adjusted Combined or Adjusted Segment OIBDA has been attained,
Adjusted OIBDA will be determined consistent with the Company’s historical methodology
for calculating Adjusted OIBDA for financial reporting purposes; provided, however, (1) Adjusted
OIBDA shall be calculated before restructuring expenses, merger related
expenses, stock-based compensation expenses and other expenses associated with
the relocation of the Company’s or any of its subsidiaries’ offices, (2) any
bonus amounts which accrue under this Plan shall not be included as an expense
in computing Adjusted OIBDA, (3) any adjustments to Adjusted OIBDA
attributable to a change in accounting principles shall be excluded, (4) all
items of gain, loss or expense for such fiscal year determined to be
extraordinary or unusual in nature or infrequent in occurrence, or related to
the disposal of a segment of a business, shall be excluded from Adjusted OIBDA,
and (5) Adjusted OIBDA for the FTD Business Segment and total United
Online will be calculated using a foreign exchange floor of 1.4:1 for the
GBP:U.S. dollar. In the event that the foreign exchange rate for the GBP:U.S.
Dollar drops below 1.4:1 during the year, the final adjusted OIBDA calculation for
the FTD Business Segment and United Online will be adjusted to reflect a
foreign exchange rate floor of 1.4:1 for the GBP:U.S. Dollar. In the event the
foreign exchange rate for the GBP:U.S. Dollar increases above 1.4:1 during the
year, the adjusted OIBDA calculation for the FTD Business Segment and United
Online will reflect the actual level of foreign exchange and will not be
adjusted down to the 1.4:1 floor.


 


(b)           In the event the Company
acquires other companies or businesses during the 2009 Year, the financial
performance of those acquired entities shall not be taken into account in
determining whether the Combined or Segment Revenue Targets and Combined or
Segment Adjusted OIBDA Targets for the 2009 Year have been achieved.


 


(c)           In the event that revenue or
Adjusted OIBDA (whether on a Combined or Segment basis) falls between two specified
targets on a schedule approved by the Committee, the resulting stock bonus
shall be interpolated on a straight-line basis between those two points.


 


4.03         The Committee shall determine the actual level at which each applicable
performance target for the 2009 Year has been attained and make the stock bonus
calculations required under the Plan. The Committee’s determinations and
calculations shall be included as part of the formal minutes of the meeting at
which such determinations are made.


 


4.04         No Participant shall earn or
accrue any right to any portion of a bonus award hereunder until the Bonus
Payment Date.


 

















 


V.            PAYMENT OF BONUS AWARDS


 


5.01         The actual bonus to which
each Participant becomes entitled based on the level at which the Revenue and
Adjusted OIBDA Targets (whether measured on a Combined or Segment basis) are actually
attained for the 2009 Year shall be paid in shares of Common Stock drawn from
the Company’s 2001 Stock Incentive Plan (the “Stock
Plan”).  The actual number
of shares of Common Stock payable to each Participant based on the attained level
of such Revenue and Adjusted OIBDA Targets shall be determined in accordance
with the schedule set forth on Schedule I attached hereto.  The bonus payments shall be distributed on the
February 15, 2010 Bonus Payment Date.


 


5.02         The number of bonus shares allocated
to each Participant in attached Schedule I at each level of performance
attainment has been determined by dividing a percentage of the Participant’s
base salary for the 2009 fiscal year (ranging from 75% to 150% of Mr. Goldston’s
base salary per performance target and from 30% to 70% of base salary per performance
target for all other Participants) by $5.34. 
Solely for purposes of applying any severance benefit formula based on
the bonus paid under this Plan to any Participant for the 2009 fiscal year, the
amount of such bonus shall be deemed equal to the cash amount obtained by
multiplying (i) the number of shares of Common Stock to which the
Participant becomes entitled under this Plan on the basis of the levels at
which the applicable Revenue and Adjusted OIBDA targets for the 2009 Year are
attained by (ii) $5.34, as adjusted to reflect any stock splits, stock
dividends or other similar events affecting the outstanding number of shares of
Common Stock without the Company’s receipt of consideration, and shall not be
deemed equal to the Fair Market Value (as defined in Section 5.04) of the
bonus shares issued to the Participant on the Bonus Payment Date.


 


5.03         Unless the Participant is
notified to the contrary by the Company (in writing or by electronic mail) at
least thirty (30) days prior to the Bonus Payment, the Company shall withhold,
from the shares of Common Stock otherwise issuable to each Participant as his
bonus payment hereunder, a portion of those shares with a “Fair Market Value”
(as defined below) on the issuance date equal to the applicable federal, state
and local income and employment withholding taxes; provided,
however, that (i) the number of shares of Common Stock which the
Company shall be required to so withhold shall not exceed in Fair Market Value
the amount necessary to satisfy the Company’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 and (ii) the Company shall not withdraw the right to such
stock withholding from any Participant who has a contractual right to such
method of tax withholding in his employment agreement or any other agreement in
effect with the Company on the Bonus Payment Date.  Should the Company provide notice to one or
more Participants without such contractual rights that the stock withholding
procedure is not to be utilized by the Company, then those Participants must
deliver a check to the Company for the applicable withholding taxes on the
Bonus Payment Date.


 


5.04         For purposes of the Plan,
the Fair Market Value per share of
Common Stock on any relevant date shall be equal to the closing selling price
per share on such date on the Nasdaq Global Select Market or, if such date is
not a date on which the Common Stock is traded, then the closing selling price
per share on the Nasdaq Global Select Market for the immediately preceding
trading date shall be determinative of Fair Market Value.


 

















 


VI.           GENERAL PROVISIONS


 


6.01         The Committee may at any
time amend, suspend or terminate the Plan, provided such action is effected by
written resolution.  Moreover, the
Committee reserves the right to amend this Plan as may be necessary or
appropriate to avoid adverse tax consequences under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


6.02         No amounts awarded or
accrued under this Plan shall actually be funded, set aside or otherwise
segregated prior to payment.  The
obligation to pay the bonuses awarded hereunder shall at all times be an
unfunded and unsecured obligation of the Company.  Plan participants shall have the status of
general creditors and shall look solely to the general assets of the Company
for the payment of their bonus awards.


 


6.03         No Participant shall have
the right to alienate, pledge or encumber his/her interest in this Plan, and
such interest shall not (to the extent permitted by law) be subject in any way
to the claims of the employee’s creditors or to attachment, execution or other
process of law.


 


6.04         Neither the action of the
Company in establishing the Plan, nor any action taken under the Plan by the
Committee, nor any provision of the Plan, shall be construed so as to grant any
person the right to remain in the employ of the Company or its subsidiaries for
any period of specific duration.  Rather,
each employee will be employed “at-will,” which means that either such employee
or the Company may terminate the employment relationship at any time for any
reason, with or without cause, subject in each case to any employment agreement
between such person and the Company or any of its subsidiaries.


 


6.05         This is the full and complete
agreement between the Participants and the Company with respect to their incentive
bonus compensation for the 2009 fiscal year and the related service period
through the Bonus Payment Date. This Plan does not supersede, but is
supplemental to, any provisions of any employment agreement to which any of the
Participants in this Plan may be party.


 

















 


UNITED ONLINE, INC.


2009 MANAGEMENT BONUS PLAN


Schedule I - Stock Bonus Amounts


 


	
  Payout Level

  for Revenue

  Targets

  	
   

  	
  Goldston

  (# shares)

  	
   

  	
  Payout Level for Adjusted OIBDA Targets

  	
   

  	
  Goldston

  (# shares)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  133,813

  	
   

  	
  1

  	
   

  	
  133,813

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  160,575

  	
   

  	
  2

  	
   

  	
  160,575

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  200,719

  	
   

  	
  3

  	
   

  	
  200,719

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  227,482

  	
   

  	
  4

  	
   

  	
  227,482

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  240,863

  	
   

  	
  5

  	
   

  	
  240,863

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  254,245

  	
   

  	
  6

  	
   

  	
  254,245

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  267,626

  	
   

  	
  7

  	
   

  	
  267,626

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Payout Level

  for Revenue

  Targets

  	
   

  	
  Randall

  (# shares)

  	
   

  	
  Ray

  (# shares)

  	
   

  	
  Helfand

  (# shares)

  	
   

  	
  Jordan

  (# shares)

  	
   

  	
  Apatoff

  (# shares)

  	
   

  	
  Wisk

  (# shares)

  	
   

  	
  Taragan

  (# shares)

  	
   

  	
  McArthur

  (# shares)

  	
   

  
	
  1

  	
   

  	
  24,708

  	
   

  	
  28,089

  	
   

  	
  21,120

  	
   

  	
  17,977

  	
   

  	
  33,707

  	
   

  	
  24,494

  	
   

  	
  22,471

  	
   

  	
  30,337

  	
   

  
	
  2

  	
   

  	
  32,944

  	
   

  	
  37,453

  	
   

  	
  28,161

  	
   

  	
  23,970

  	
   

  	
  44,943

  	
   

  	
  32,659

  	
   

  	
  29,962

  	
   

  	
  40,449

  	
   

  
	
  3

  	
   

  	
  41,180

  	
   

  	
  46,816

  	
   

  	
  35,201

  	
   

  	
  29,962

  	
   

  	
  56,179

  	
   

  	
  40,823

  	
   

  	
  37,453

  	
   

  	
  50,561

  	
   

  
	
  4

  	
   

  	
  45,298

  	
   

  	
  51,498

  	
   

  	
  38,721

  	
   

  	
  32,958

  	
   

  	
  61,797

  	
   

  	
  44,906

  	
   

  	
  41,198

  	
   

  	
  55,618

  	
   

  
	
  5

  	
   

  	
  49,416

  	
   

  	
  56,179

  	
   

  	
  42,241

  	
   

  	
  35,955

  	
   

  	
  67,415

  	
   

  	
  48,988

  	
   

  	
  44,943

  	
   

  	
  60,674

  	
   

  
	
  6

  	
   

  	
  53,534

  	
   

  	
  60,861

  	
   

  	
  45,761

  	
   

  	
  38,951

  	
   

  	
  73,033

  	
   

  	
  53,071

  	
   

  	
  48,689

  	
   

  	
  65,730

  	
   

  
	
  7

  	
   

  	
  57,653

  	
   

  	
  65,543

  	
   

  	
  49,281

  	
   

  	
  41,947

  	
   

  	
  78,651

  	
   

  	
  57,153

  	
   

  	
  52,434

  	
   

  	
  70,786

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payout Level

  for Adjusted

  OIBDA Targets

  	
   

  	
  Randall

  (# shares)

  	
   

  	
  Ray

  (# shares)

  	
   

  	
  Helfand

  (# shares)

  	
   

  	
  Jordan

  (# shares)

  	
   

  	
  Apatoff

  (# shares)

  	
   

  	
  Wisk

  (# shares)

  	
   

  	
  Taragan

  (# shares)

  	
   

  	
  McArthur

  (# shares)

  	
   

  
	
  1

  	
   

  	
  24,708

  	
   

  	
  28,089

  	
   

  	
  21,120

  	
   

  	
  17,977

  	
   

  	
  33,707

  	
   

  	
  24,494

  	
   

  	
  22,471

  	
   

  	
  30,337

  	
   

  
	
  2

  	
   

  	
  32,944

  	
   

  	
  37,453

  	
   

  	
  28,161

  	
   

  	
  23,970

  	
   

  	
  44,943

  	
   

  	
  32,659

  	
   

  	
  29,962

  	
   

  	
  40,449

  	
   

  
	
  3

  	
   

  	
  41,180

  	
   

  	
  46,816

  	
   

  	
  35,201

  	
   

  	
  29,962

  	
   

  	
  56,179

  	
   

  	
  40,823

  	
   

  	
  37,453

  	
   

  	
  50,561

  	
   

  
	
  4

  	
   

  	
  45,298

  	
   

  	
  51,498

  	
   

  	
  38,721

  	
   

  	
  32,958

  	
   

  	
  61,797

  	
   

  	
  44,906

  	
   

  	
  41,198

  	
   

  	
  55,618

  	
   

  
	
  5

  	
   

  	
  49,416

  	
   

  	
  56,179

  	
   

  	
  42,241

  	
   

  	
  35,955

  	
   

  	
  67,415

  	
   

  	
  48,988

  	
   

  	
  44,943

  	
   

  	
  60,674

  	
   

  
	
  6

  	
   

  	
  53,534

  	
   

  	
  60,861

  	
   

  	
  45,761

  	
   

  	
  38,951

  	
   

  	
  73,033

  	
   

  	
  53,071

  	
   

  	
  48,689

  	
   

  	
  65,730

  	
   

  
	
  7

  	
   

  	
  57,653

  	
   

  	
  65,543

  	
   

  	
  49,281

  	
   

  	
  41,947

  	
   

  	
  78,651

  	
   

  	
  57,153

  	
   

  	
  52,434

  	
   

  	
  70,786