Exhibit 10.15


 


AMENDED
AND RESTATED


 


UNITED
ONLINE, INC.


 


SEVERANCE
BENEFIT PLAN


 


AND


 


SUMMARY
PLAN DESCRIPTION


 


Amended and
Restated Effective January 1, 2010


 

















 


UNITED
ONLINE, INC. SEVERANCE BENEFIT PLAN


AND


SUMMARY
PLAN DESCRIPTION


 


I.              INTRODUCTION


 


United Online, Inc.
(the “Company”) grants severance
pay to terminated full-time employees only under limited circumstances.  The Company retains the right to amend,
modify or terminate its severance pay policy at any time, in whole or part, and
to determine employee eligibility for severance pay and the amount of severance
pay at its sole discretion; provided, however, that this Plan may not be
amended, modified or terminated within eighteen (18) months following the
consummation of a Transaction (as defined below) with respect to eligible
employees as of the closing of that Transaction.


 


This
Plan shall only apply to the Company and the subsidiaries of the Company listed
in attached Schedule A.  The Plan
shall not apply to any other subsidiary, parent or affiliated company unless
the Chief Executive Officer of the Company so extends the application of this
Plan in a written addendum to attached Schedule A. This Plan shall not
apply to any subsidiary listed in attached Schedule A following the time
such subsidiary ceases to be a direct or indirect subsidiary of the Company.


 


This Severance Benefit
Plan (the “Plan”) supersedes all
obligations, agreements or policies regarding severance pay, except such terms
as are set forth in a written agreement signed by an authorized officer of the
Company or one of its subsidiaries and in effect at the time of the applicable
termination of employment.  This Plan
supplements any such written agreements to provide all terms that are not otherwise
expressly incorporated into those written agreements.  The purpose of severance pay is to provide
economic help to compensate for periods of unemployment due to job loss as
provided herein.


 


This Plan is designed to
be an “employee welfare benefit plan,” as defined in Section 3(1) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and to meet the descriptive
requirements of a plan constituting a “severance pay plan” within the meaning
of the regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, section 2510.3-2(b).  This document shall also serve as a Summary
Plan Description.  Accordingly, the
benefits paid by the Plan are not deferred compensation and no employee shall
have a vested right to such benefits.


 


II.            DEFINITIONS


 


For
purposes of this Plan, the following definitions shall be in effect:


 


“base pay” means: (a) in
the case of a Layoff Termination (as defined herein): (i) if you are a
salaried employee, your set weekly salary (“Weekly
Salary”) in effect as of your termination date or (ii) if
you are an employee paid on an hourly basis, your base hourly rate times 40 for
a work week (“Weekly Rate”); or (b) in
the case of an Involuntary Termination (as defined herein):  the greater of (i) your highest
Weekly Salary or Weekly Rate, as applicable, at any time during the Transaction
Protection Period (as defined herein), and (ii) your Weekly Salary or
Weekly Rate, as applicable, at the time you received your notice of
termination.  Base pay does not include
any variable forms of compensation such as, but not limited to, overtime, shift
differentials, bonuses, incentive compensation, commissions, expenses or
expense allowances.


 


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“Change in Control” means the event
of a change in ownership or control of United Online, Inc. affected
through either of the following transactions:


 


(i)            the acquisition, directly or indirectly,
by any person or related group of persons (other than United Online, Inc.
or a person that directly or indirectly controls, is controlled by, or is under
common control with, United Online, Inc.) of beneficial ownership (within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the total
combined voting power of the outstanding securities of United Online, Inc.
pursuant to a tender or exchange offer made directly to the stockholders of
United Online, Inc., or


 


(ii)           a change in the composition of the Board
of Directors of United Online, Inc. (“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.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time.


 


“Corporate Transaction” means either
of the following stockholder-approved transactions to which United Online, Inc.
is a party:


 


(i)            a merger or consolidation in which the
record and beneficial ownership of securities possessing more than fifty
percent (50%) of the total combined voting power of the outstanding securities
of United Online, Inc. are transferred, both beneficially and of record,
to a person or persons different from the persons holding those securities
immediately prior to such transaction (for example, it will not be a Corporate
Transaction if following the transaction United Online, Inc. is directly
or indirectly (including through a parent or one or more subsidiaries)
controlled by the person or persons who controlled 50% of the outstanding
securities of United Online, Inc. prior to such transaction), or


 


(ii)           the sale, transfer or other disposition
of all or substantially all of the assets of United Online, Inc. resulting
in the complete liquidation or dissolution of United Online, Inc.


 


“Covered Subsidiary”
means any subsidiary listed in attached Schedule A, as such schedule may
be revised from time to time, as a participating Employer in the Plan.


 


“Employer Group” means the
Company and each member of the group of commonly controlled corporations or
other businesses that include the Company, as determined in accordance with
Sections 414(b) and (c) of the Code and the Treasury Regulations
thereunder, except that in applying Sections 1563(1), (2) and (3) of
the Code for purposes of determining the controlled group of corporations under
Section 414(b), the phrase “at least 50 percent” shall be used instead of “at
least 80 percent” each place the latter phrase appears in such sections and in
applying Section 1.414(c)-2 of the Treasury Regulations for purposes of
determining trades or businesses that are under common control for purposes of Section 414(c),
the phrase “at least 50 percent” shall be used instead of “at least 80 percent”
each place the latter phrase appears in Section 1.414(c)-2 of the Treasury
Regulations.


 


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“Involuntary Termination” or “Involuntarily Terminated” means the
following: (i) you are terminated by the Company or any successor to the
Company or any Covered Subsidiary for reasons other than Misconduct (as defined
below) during the Transaction Protection Period or (ii) your employment
terminates as a result of a Resignation for Good Reason during the Transaction
Protection Period.  Unless otherwise
determined by the Chief Executive Officer of United Online, Inc., the
Involuntary Termination provisions of the Plan shall only apply in the event of
a Change in Control or Corporate Transaction with respect to United Online, Inc.


 


“Misconduct” means the (i) commission
of any act of fraud, embezzlement or dishonesty, (ii) any unauthorized use
or disclosure of confidential information or trade secrets of the Company (or
any other member of the Employer Group), (iii) any intentional misconduct
adversely affecting the business or affairs of the Company (or any other member
of the Employer Group), or (iv) failure to use reasonable efforts to
follow reasonable directives or instructions of a manager or supervisor after
written notice of such failure that specifies in detail the reasons for such
failure and a chance to remedy such failure.


 


“Plan Administrator” means the
Compensation Committee of the Board of Directors of the Company or any other
committee appointed by the Board of Directors to perform the functions of the
Compensation Committee (the “Committee”)
or any person, committee or entity to whom or which the Committee delegates any
of its power or duties under the Plan from time to time.


 


“Resignation for Good Reason” means
the termination of your employment during the Transaction Protection Period as
a result of your resignation for either of the following reasons: (A) a
material reduction in the amount of base salary in effect for you immediately
prior to the commencement of the Transaction Protection Period or (B) a
relocation of your primary place of employment by more than fifty (50) miles; provided, however, that your
resignation for either of the foregoing reasons shall constitute a Resignation
for Good Reason only if the following requirements are satisfied: (i) you provide written
notice of the clause (A) or (B) event to your Employer within thirty
(30) days after the occurrence of that event, (ii) your Employer fails to
take appropriate remedial action to remedy such event within thirty (30) days
after receipt of such notice and (iii) you resign from your employment
with such Employer within ninety (90) days following the initial occurrence of
the clause (A) or (B) event.


 


“Separation from Service”
means your cessation of employment with your Employer (as defined herein) and
all other members of the Employer Group and shall be deemed to occur at such
time as the level of bona fide services you are render as such 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 you rendered as an
employee of the Company or any other member of the Employer Group during the immediately
preceding thirty-six (36) months (or such shorter period of time in which your
have been in such 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.


 


“Transaction” means a Change in
Control or a Corporate Transaction, as such terms are defined herein.


 


“Transaction Protection Period” means
the period beginning with the closing date of the Transaction and ending upon
the expiration date of the eighteen (18)-month period measured from such
closing date.


 


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III.           ELIGIBILITY


 


   A.         Eligibility Criteria.


 


You generally  are
eligible for benefits under
the Plan if you satisfy all of the following conditions:


 


1.             You are a full-time U.S. employee of the
Company or any subsidiary thereof listed in attached Schedule A, with
the company for which you are such a full-time employee to be designated your “Employer” for purposes of the Plan.


 


2.             You are either (i) notified while
the Plan is in effect that, as a result of a reduction-in-force decision by
your Employer that eliminates your position, your employment is terminated (“Layoff Termination”), or (ii) Involuntarily
Terminated during the Transaction Protection Period.


 


3.             You are not offered an alternate position
with the Company or other Employer within fifty (50) miles of either your
residence or your most recent work place; provided, however, that this
condition will not be required during the Transaction Protection Period.


 


4.             You have signed a form of
confidential/proprietary/trade secret information, non-disclosure and
inventions assignment agreement(s) with the Company, a predecessor of the
Company, or your Employer that covers the period of your employment with the
Company (and/or with a predecessor of the Company) or any other member of the
Employer Group and which also may include post-employment obligations
concerning the confidential information of the Company and its subsidiaries.


 


5.             You have returned, on or within five (5) business
days after your employment termination date, to your Employer all Company and
Employer documents created and received by you during your employment
(electronic and paper) with the exception only of your personal copies of
documents evidencing your hire, termination, compensation, benefits and stock
options, and any other documents you have received as a shareholder of the
Company or any parent or subsidiary of the Company.


 


6.             If you previously received an advance(s) for
business travel and entertainment expenses, (i) you have properly
completed and submitted an expense reimbursement form(s) and supporting
receipts to your manager within fifteen (15) days after your Layoff Termination
or Involuntary Termination, (ii) your manager has approved your expenses,
and (iii) you have repaid within that fifteen (15)-day period (via check
payable to “United Online, Inc.”) any amount advanced but not used.


 


7.             On or before your employment termination
date, you have met with your manager and: (i) you have transitioned your
work and information concerning your work to your manager; and (ii) you
have provided your manager with all passwords and passcodes you have created
for documents, email and electronic files that you created or used on Company’s
computers and computer systems.


 


8.             On or before your employment termination
date, you have returned to the Company all items of property received by you
for your use during employment with your Employer, including, but not limited
to, any laptops, computer equipment, software programs, cell phones, keys and
passes, and credit and calling cards.


 


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9.             You have signed a general release of all
claims in a form acceptable to the Company (the “Required
Release”) and delivered it to your Employer in accordance with
following requirements:


 


·                  if you are under age forty (40), then (i) you
must sign the Required Release and deliver it to your Employer within ten (10) business
days (or such shorter   period of time
required by your Employer) after the date of your Layoff Termination or
Involuntary Termination and (ii) such Required Release must become
effective after the expiration of any revocation period applicable by law or
regulation to that release.


 


·                  If you are age forty (40) or older, then (i) you
must sign the Required Release and deliver it to your Employer within
twenty-one  (21) days (or forty-five (45)
days if required by applicable law) after the date of your Layoff Termination
or Involuntary Termination and (ii) such Required Release must become
effective after the expiration of any revocation period applicable by law or
regulation to that release.


 


10.           You are not
in one of the excluded categories listed below.


 


    B.        Criteria for Exclusion
from Eligibility.


 


You  are  not eligible
for severance benefits under this Plan if any of the following apply:


 


1.             You are a temporary, leased or seasonal
employee of the Company or any Covered Subsidiary.


 


2.             You work for the Company or any Covered
Subsidiary as an independent contractor, consultant, or agent under a written
contract or purchase order or you are otherwise classified as such by your
Employer (whether or not such classification is upheld on governmental,
judicial or other review.)


 


3.             You resign your employment with the
Company or any Covered Subsidiary (other than a resignation constituting an
Involuntary Termination).


 


4.             You terminate your employment prior to
the date of termination set by your Employer in its notice of termination
(other than in instances involving Involuntary Termination during the
Transaction Protection Period). Your Employer has sole discretion to select
your termination date in circumstances not involving an Involuntary Termination
during the Transaction Protection Period, and failure to work through the
termination date may render you ineligible for severance benefits.  Vacation may be taken between the date you
receive notice of termination and your termination date only with the prior
written approval of senior management.


 


5.             You are terminated for reasons unrelated
to an economically motivated reduction in force and under circumstances that do
not constitute an Involuntary Termination.


 


6.             In situations other than an Involuntary
Termination during the Transaction Protection Period, you are terminated for
unsatisfactory performance, negligence in performance of your duties,
misconduct, or violation of a policy of the Company or any other of your
Employers.


 


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7.             In situations other than an Involuntary
Termination during the Transaction Protection Period, you are dismissed prior
to the effective date of your Layoff Termination for a reason other than your
Layoff Termination (including, but not limited to, any reason such as
unsatisfactory performance, violation of applicable company policy or
procedures, insubordination, misconduct, or the unauthorized use or disclosure
of confidential information or trade secrets of the Company or any parent or
subsidiary of the Company), whether or not you already received notice of your
Layoff Termination that would otherwise qualify you for severance benefits
under this Plan.


 


8.             In situations other than an Involuntary
Termination during the Transaction Protection Period, you are offered
comparable employment by a company or entity that acquires, merges with,
acquires some or all of the assets of, or otherwise carries on the business of
the Company or other Employer relating to your employment.  For purposes of this provision “comparable
employment” means employment within 50 miles of your prior employment site and
at least 100% of your prior base pay.


 


9.             Your termination results from long-term
or permanent disability that renders you unable to perform your essential job
functions even with accommodation or your death.


 


10.           You are covered by any other written
severance or separation pay plan or arrangement with the Company, or any
subsidiary of the Company, or by an employment or other agreement with the
Company or any subsidiary of the Company that provides for severance or
separation pay/benefits in a lump sum or in installment payments following
termination of your employment.


 


11.           The Plan Administrator determines, in its
sole discretion, that your receipt of severance benefits would not under the
circumstances further the purposes of the Plan or would otherwise be inappropriate
and not in the best interests of the Company, provided, however, that this
provision shall not apply during the Transaction Protection Period.


 


IV.           HOW
THE PLAN WORKS


 


A.    Payment Date of Severance
Benefits


 


If you satisfy all the
eligibility criteria of Section III and are eligible for benefits under
the Plan, you will receive your separation benefits (the “Severance
Payment Benefit”), in the amount determined pursuant to Section IV.B.
below, in a lump sum payment on the first regularly scheduled pay day within the sixty (60) day period following the date
of your Separation from Service due to your Layoff Termination or Involuntary
Termination that is coincident with or next following the first date on which
your Required Release first becomes effective following the expiration of all
applicable revocation periods and you have otherwise complied with all the
other terms and conditions of Section III.A., or as soon as practical
thereafter, but in no event shall such lump sum payment be made later than the last
business day of such sixty (60)-day period on which your Required Release is so
effective.


 


    B.        Severance Benefits
Guidelines


 


The Severance Payment
Benefit for which you are eligible under the Plan depends on your position,
your base pay, your length of service, the type of termination, and whether you
are entitled to receive prior notice of your termination under the terms of the
Worker Adjustment and Retraining Notification Act (“WARN
Act”).  No Severance
Payment Benefit will be paid to you if you fail to comply with or meet the
eligibility conditions stated above, including (without limitation) the
execution and effectiveness of the Required Release on or before applicable
date


 


7














 


specified in Section III.A.9.
above, but in no event after the expiration of the sixty (60)-day period
measured from the date of your Separation from Service.


 


The actual Severance
Payment Benefit for which you are eligible generally will be determined in
accordance with the guidelines set forth below.


 


1.             Severance Payment Benefit
Guideline for Employees Not Entitled to WARN Act Notice: 
If you are not entitled to advance notice of your termination pursuant
to the provisions of the WARN Act, this section will serve as your Severance
Payment Benefit guideline.


 


(a)           For employees other than Presidents,
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, the
Severance Payment Benefit shall depend on whether you are terminated during the
Transaction Protection Period as follows:


 


(i)         For a termination that does not occur
during the Transaction Protection Period, the Severance Payment Benefit for
employees who are not entitled to prior notice of layoff under the WARN Act is
one week’s base pay for each full $20,000 of annual base pay, and an additional
one week’s base pay for each full six (6) month period of employment
completed prior to termination, up to a maximum of an additional five (5) weeks
of base pay.  For example, an employee
with a $40,000 per year base salary who has been employed continuously for four
years would be eligible for a severance benefit equal to seven (7) weeks
of base pay.


 


(ii)        For a termination that occurs during the
Transaction Protection Period, the severance benefit for employees who are not
entitled to prior notice of layoff under the WARN Act is one week’s base pay
for each full $10,000 of annual base pay which the employee was receiving prior
to the Transaction (or, if greater, the base pay such employee was receiving
before the termination) and an additional one week’s base pay for each full six
(6) month period of employment completed prior to termination, up to an
additional five (5) weeks of base pay. 
For example, an employee with a $40,000 per year base salary who has
been employed continuously for four years would be eligible for a severance
benefit equal to nine (9) weeks of base pay.


 


(b)           The Severance Payment Benefit amount for
Presidents and Executive Vice Presidents shall be one year of base pay. The Severance
Payment Benefit amount for Senior Vice Presidents and Vice Presidents shall be
six (6) months of base pay.  The
amounts for Presidents, Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents shall apply whether or not the termination occurs during the
Transaction Protection Period.  Whether
an employee is a President, Executive Vice President, Senior Vice President or
Vice President will be based upon such employee’s title as of the date of
termination or, if during the Transaction Protection Period, the employee’s
highest title at any time during that period. It shall be solely in the Company’s
discretion to change employees’ titles.


 


2.             Severance Payment Benefit
Guideline for Employees Entitled to Notice Under the WARN Act.  If you are entitled to prior notice of your
termination pursuant to the provisions of the WARN Act, the Severance Payment
Benefit guideline is as follows:  The
Severance Payment Benefit amount is the greater of (a) the amount
for which you would be eligible under Section IV.B.1. above (if you had
not been entitled to WARN Act notice) minus eight weeks’ base pay, or (b) one
week’s base pay.  For example, the
benefit guideline for a person who has been employed for five years with a base
salary of $100,000 who is not terminated during the Transaction Protection
Period would be two weeks’ base pay.  The
benefit 


 


8

















 


guideline for a person
who has been employed for three years with a base salary of $60,000 would be
one week’s base pay.


 


3.             Payment of Benefits.  The lump sum payment of the Severance Payment Benefit
determined in accordance with the provisions of this Section IV.B. will be
subject to legally required tax withholdings and all other applicable payroll
deductions.  Such withholdings and
deductions may not include 401k Plan contributions or other elective benefit
and benefit plan contributions as participation in such benefits and plans
terminate upon termination of employment.


 


4.             Administrator Discretion.  The Plan Administrator may, as it deems appropriate
and in its sole discretion, authorize Severance Payment Benefits in an amount
different from that set forth in the Severance Payment Benefit Guidelines.  Under certain circumstances, the Plan
Administrator may, in its sole discretion, waive or modify, with respect to one
or more employees or classes of employees, the eligibility requirements for
Severance Payment Benefits or modify the amount of Severance Payment
Benefits.  The foregoing shall not apply
during the Transaction Protection Period. 
In no event, however, shall any Severance Payment Benefit payments be
structured in a manner, or shall the Plan Administrator take any other action,
that would contravene the applicable requirements, restrictions and limitations
of Code Section 409A and the Treasury Regulations thereunder or otherwise
result in a prohibited acceleration, or impermissible deferral, of benefit
payments under Code Section 409A and the Treasury Regulations thereunder.


 


6.             Miscellaneous.  Regardless of whether you meet the eligibility
criteria of Section III and are eligible for benefits under the Plan, you
will be subject to the following rights and obligations in connection with your
Layoff Termination or Involuntary Termination:


 


·                  In your final paycheck, you will receive a lump sum
payment for your salary or wages through your termination date, and all your
accrued but unused vacation.


 


·                  As of the effective date of your Layoff Termination,
except as otherwise provided through COBRA, you will cease participation in all
employee benefits and benefit plans the Company makes available to its
employees, in accordance with the terms and conditions of such benefits and
benefit plans.


 


·                  In accordance with COBRA, you and/or your eligible dependents
may elect temporary continuation coverage under the Company’s group health
benefit plans (medical, dental and/or vision), provided
that you timely elect such coverage and you timely pay the full
amount of premiums due.  In connection
with your Layoff Termination, you and your eligible dependents will be provided
with COBRA election forms and a notice that describes your rights to, and the
terms and conditions of, temporary continuation coverage under COBRA.  These documents will be provided separately.


 


·                  During the limited post-employment exercise period and
pursuant to the procedures specified in the applicable stock option
agreement(s), you may exercise any outstanding stock options that vested on or
prior to the effective date of your Layoff Termination.


 


·                  You will receive information describing unemployment
insurance benefits separately.


 


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V.            OTHER
IMPORTANT INFORMATION


 


    A.        Plan Administration.  The Plan
Administrator has full discretionary authority to administer and interpret the
Plan, including discretionary authority to determine eligibility for
participation and for benefits under the Plan, the amount of benefits (if any)
payable per participant, and to interpret terms of the Plan; provided, however,
that the Plan Administrator shall not have discretion to change the severance
amount or payment terms during the Transaction Protection Period.  The Plan Administrator may delegate any or
all of its duties to Company personnel. 
Any such delegation will carry with it the full discretionary authority
of the Plan Administrator to carry out the delegated duties.  Any determination by the Plan Administrator
or its delegate will be final and conclusive upon all persons.  The Company will indemnify and hold harmless
any person to whom it delegates its responsibilities; provided, however, such
person does not act with gross negligence or willful misconduct.


 


It
is the intention of the Company and the other Employers that this Plan
continues to 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 Plan 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.        Benefits. 
All benefits will be paid from the general assets of the Company.  The Company is not required to and will not
establish a trust to fund the Plan.  The
benefits provided under this Plan are not assignable and may be conditioned
upon your compliance with any confidentiality agreement you have entered into
with the Company or upon your compliance with any Company policy or program.  The payment of benefits under this Plan does
not increase the benefits due to you under any other benefit plan or Company
policy.


 


 
C.    Claims Procedure.


 


1.             Application for Benefits. 
If you believe you are incorrectly denied a benefit or are entitled to a
greater benefit than the benefit you receive under the Plan, you may submit a
signed, written application to the Chief Personnel Officer of the Company
within ninety (90) days after the effective date of your Layoff Termination or
Involuntary Termination.


 


2.             Denial of Application for
Benefits.  In the event that your application for
benefits is denied in whole or in part, the Plan Administrator must notify you,
in writing, of the denial of the application, and of your right to review the
denial.  The written notice of denial
will be set forth in a manner designed to be understood by you, and will
include specific reasons for the denial, specific references to the Plan
provision upon which the denial is based, a description of any information or
material that the Plan Administrator needs to complete the review and an
explanation of the Plan’s review procedure. 
This written notice will be given to you within ninety (90) days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to
an additional ninety (90) days for processing the application.  If an extension of time for processing is
required, written notice of the extension will be furnished to you before the
end of the initial ninety (90) day period. 
This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application. 
If written notice of denial of the application for benefits is not
furnished within the specified time, the application shall be deemed to be
denied.  You will then be permitted to
appeal the denial in accordance with the review procedure described below.


 


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3.             Request for Review. 
If your application for benefits is denied (or deemed denied), in whole
or in part, you (or your authorized representative) may appeal the denial by
submitting a request for a review to the Chief Personnel Officer of the Company
within sixty (60) days after the application is denied (or deemed denied).  The Plan Administrator will give you (or your
representative) an opportunity to review pertinent documents in preparing a request
for a review.  A request for a review
shall be in writing.  A request for
review must set forth all of the grounds on which it is based, all facts in
support of the request and any other matters that you feel are pertinent.  The Plan Administrator may require you to
submit additional facts, documents or other material as it may find necessary
or appropriate in making its review.


 


4.             Decision on Review. 
The Plan Administrator will act on each request for review within sixty
(60) days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional 60 days) for processing the
request for a review.  If an extension
for review is required, written notice of the extension will be furnished to
you within the initial sixty (60) day period. 
The Plan Administrator will give prompt, written notice of its decision
to you.  In the event that the Plan
Administrator confirms the denial of the application for benefits in whole or
in part, the notice will outline, in a manner calculated to be understood by
you, the specific reasons for the decision and the Plan provisions upon which
the decision is based.  If written notice
of the Plan Administrator’s decision is not given to you within the time
prescribed in this subsection (4), the application will be deemed denied on
review.


 


5.             Exhaustion of Remedies. 
No legal action for benefits under the Plan may be brought until: (i) you
have submitted a written application for benefits in accordance with the
procedures described by Section V.C.1., above; (ii) you have been
notified by the Plan Administrator that the application is denied (or the
application is deemed denied due to the Plan Administrator’s failure to act on
it within the established time period);  (iii) you
have filed a written request for a review of the application in accordance with
the appeal procedure described in Section V.C.3., above;  and (iv) you have been notified in
writing that the Plan Administrator has denied the appeal (or the appeal is
deemed to be denied due to the Plan Administrator’s failure to take any action
on the claim within the time prescribed by Section V.C.4., above).


 


    D.        Plan Terms.  This Plan
supersedes any and all prior separation, severance and salary continuation
arrangements, programs and plans which were previously offered by the Company
to eligible employees of this Plan, except such terms as are set forth in a
written agreement signed by an authorized officer of the Company or any
subsidiary of the Company.  This policy
supplements any such written agreements to provide all terms that are not
otherwise expressly set forth in those written agreement.


 


    E.         Plan Amendment or
Termination.  The Compensation Committee of the Company
reserves the right to change, suspend, discontinue or terminate all or any part
of this Plan at any time; provided, however, that the Plan may not be amended,
modified or terminated during the Transaction Protection Period with respect to
eligible employees under the Plan as of the closing of that Transaction.  Other than during the Transaction Protection
Period with respect to eligible employees as of the closing of that
Transaction, the provisions of the Plan are intended to serve as mere
guidelines for the payment of benefits under certain prescribed circumstances
and are not intended to provide any employee with a vested right to
benefits.  Accordingly, any termination
or amendment of the Plan may be made effective immediately with respect to any
benefits not yet paid, whether or not prior notice of such amendment or
termination has been given to affected employees.  This Plan terminates by its own terms when
all benefits hereunder have been paid.


 


11

















 


  
F.          Taxes and Other Payroll Deductions.  Company will
withhold taxes and all other applicable payroll deductions from any Severance
Payment Benefit made under this Plan. 
The Company may also offset from any Severance Payment Benefit any
amounts owed to the Company, except to the extent such offset would contravene
any applicable restrictions  or
limitations under Code Section 409A.


 


    G.        No Right to Employment.  No provision
of this Plan is intended to provide you or any other employee with any right to
continue employment with Company or any other member of the Employer Group or
otherwise affect the right of the Company or any other member of the Employer
Group, which right is hereby expressly reserved, to terminate the employment of
any individual at any time for any reason, without cause.


 


VI.           STATEMENT
OF ERISA RIGHTS


 


As a participant in the
United Online, Inc. Severance Benefit Plan (the “Plan”), you are entitled
to certain rights and protections under the Employment Retirement Income
Security Act of 1974, as amended (“ERISA”).  ERISA provides that all Plan participants
shall be entitled to:


 


1.     Examine, without charge, at the Plan Administrator’s
office, all Plan documents, including all documents filed by the Plan with the
U.S. Department of Labor, such as plan descriptions.


 


2.     Obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable
charge for the copies.


 


In addition to creating
rights for certain employees of the Company under the Plan, ERISA imposes
obligations upon the people who are responsible for the operation of the
Plan.  The people who operate the Plan
(called “fiduciaries”) have a duty to
do so prudently and in the interest of the Company’s employees who are covered
by the Plan.


 


No one, including your
Employer or any other person, may terminate your employment or otherwise
discriminate against you in any way to prevent you from obtaining a benefit to
which you are entitled under the Plan or from exercising your rights under
ERISA.


 


If your claim for a
benefit under this Plan is denied in whole or in part, you must receive a
written explanation of the reason for the denial.  You have the right to have the Plan
Administrator review and reconsider your claim. 
Under ERISA, there are steps you can take to enforce the above
rights.  For instance, if you request
materials from the Plan and do not receive them within thirty (30) days, you
may file suit in a federal court.  In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator.  If you have a claim for a
benefit under this Plan that is denied or ignored, in whole or in part, you may
file suit in a federal or a state court. 
If it should happen that the Plan fiduciaries misuse the Plan’s assets
(if any) or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor or you may file suit in a federal
court.  The court will decide who should
pay court costs and legal fees.  If you
are successful in your lawsuit, the court may order the party you have sued to
pay your legal costs, including attorney fees. 
However, if you lose, the court may order you to pay these costs and
fees, for example, if it finds that your claim or suit is frivolous.


 


If you have any questions
about the Plan, this statement or your rights under ERISA, you should contact
the Plan Administrator or the nearest Area Office of the Pension and Welfare
Benefits 


 


12

















 


Administration, U.S.
Department of Labor, listed in your local telephone directory or contact the
Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210.


 


13

















 


ADDITIONAL
PLAN INFORMATION


 


	
  Plan Sponsor:

  	
   

  	
  United
  Online, Inc.

  
	
   

  	
   

  	
   

  
	
  Plan Name:

  	
   

  	
  The United
  Online, Inc. Severance Benefit Plan

  
	
   

  	
   

  	
   

  
	
  Employer Identification
  Number

  	
   

  	
  77-0575839

  
	
   

  	
   

  	
   

  
	
  Plan Number:

  	
   

  	
  5 01

  
	
   

  	
   

  	
   

  
	
  Plan Effective Date:

  	
   

  	
  January 1, 2010

  
	
   

  	
   

  	
   

  
	
  Plan Administrator:

  	
   

  	
  United
  Online, Inc.

  
	
   

  	
   

  	
  21301 Burbank Blvd.

  
	
   

  	
   

  	
  Woodland Hills, CA
  91367

  
	
   

  	
   

  	
  Telephone: (818) 287-3000

  
	
   

  	
   

  	
   

  
	
  Direct Inquiries to:

  	
   

  	
  Plan Administrator

  
	
   

  	
   

  	
  c/o General Counsel

  
	
   

  	
   

  	
  United
  Online, Inc.

  
	
   

  	
   

  	
  21301 Burbank Blvd.

  
	
   

  	
   

  	
  Woodland Hills, CA  91367

  
	
   

  	
   

  	
  Telephone: (818) 287-3000

  
	
   

  	
   

  	
   

  
	
  Agent for Service of
  Legal Process:

  	
   

  	
  Plan Administrator or

  
	
   

  	
   

  	
  United Online’s
  Executive Vice President and

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
  Type of Plan:

  	
   

  	
  Severance Plan /
  Employee Welfare Benefit Plan

  
	
   

  	
   

  	
   

  
	
  Plan Costs:

  	
   

  	
  The cost of the plan is
  paid by United Online, Inc.

  



 


IN WITNESS WHEREOF, UNITED
ONLINE, INC. HAS CAUSED THIS AMENDED AND RESTATED SEVERANCE BENEFIT PLAN AND
SUMMARY PLAN DESCRIPTION TO BE EXECUTED ON ITS BEHALF BY ITS DULY AUTHORIZED
OFFICER ON THE DATE AND YEAR INDICATED BELOW.


 


 


	
   

  	
  UNITED ONLINE, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
   

  
	
   

  	
  Title:  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Dated:  December 22, 2009

  



 


14

















 


SCHEDULE
A


 


LIST
OF COVERED SUBSIDIARIES PARTICIPATING IN THE PLAN


AS OF
JANUARY 1, 2010


 


NetZero, Inc.


Juno Internet Services, Inc.


United Online Advertising
Network, Inc.


Classmates Online, Inc.


MyPoints.com, Inc.


FTD.COM, Inc.


Florists’ Transworld
Delivery, Inc.