Exhibit 10.01


 


UNITED ONLINE, INC.


2006 MANAGEMENT BONUS PLAN


 


I.                                         PURPOSES OF THE PLAN


 


1.01                                                                           The United Online, Inc. (“Company”) 2006
Management Bonus Plan (“Plan”) is 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 the Company.


 


II.                                     ADMINISTRATION OF THE PLAN


 


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


 


2.02                                                                           The interpretation and construction of the
Plan and the adoption of rules and regulations for administering the Plan
shall be made by the Committee. 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 will participate in
the Plan:  Mark R. Goldston, Charles S.
Hilliard, Frederic A. Randall, Jr., Gerald J. Popek, Theodore R. Cahall,
Mathew J. Wisk and Robert J. Taragan. An individual shall be eligible to
participate in the Plan if employed by the Company or any of its participating
subsidiaries on the earlier of March 1, 2007 or the date on which bonuses
under this Plan are distributed. If an individual is not employed by the
Company or a participating subsidiary on such date, he will not be eligible to
receive a bonus under the Plan. However, an individual who is on a leave of
absence or whose employment terminates and is then re-hired in the same fiscal
year may remain eligible at the discretion of the Committee, and the
Committee may provide a pro rata bonus. In the event of termination of an
individual’s employment as a result of death or disability, the Committee shall
provide the individual or the individual’s estate with a pro rata bonus.


 


3.02                                                                           For purposes of the Plan:


 


A.                                   An individual 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.


 

















 


IV.                                BONUS AWARDS


 


4.01                                                                           No eligible employee shall earn any portion
of a bonus award made hereunder for any fiscal year until December 31,
2006.


 


4.02                                                                           The individual bonus awards payable to the
participants in the Plan for the 2006 Year shall be based upon the Company’s
success in achieving specified revenue and ADJUSTED OIBDA targets (that is,
targets tied to the Company’s operating income before depreciation and
amortization expenses and certain other expenses) determined by the Committee
for that fiscal year (“Revenue Targets” and “ADJUSTED OIBDA Targets,”
collectively, the “Targets”). In determining whether the Company has achieved
the ADJUSTED OIBDA Targets, 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 headquarters, (2) in determining whether the Company has
achieved an ADJUSTED OIBDA Target, 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 and (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. In the event the Company acquires other companies
or businesses during the 2006 fiscal year, all revenues and ADJUSTED OIBDA
contributions as a result of such acquisitions shall be included in determining
whether the Targets have been achieved. In addition, the participants in this
Plan shall be entitled to receive an additional bonus (the “Acquisition Bonus”)
in the event the Company successfully completes and has taken steps to
successfully integrate an acquisition that is approved by the Board and that
fulfills the Company’s strategy of diversifying the Company’s business beyond
Internet access. The acquisition must contribute to revenues and Adjusted OIBDA.
While the bonuses shall be granted if the Company achieves the Targets and
successfully completes and takes steps to successfully integrate a strategic
acquisition, the Committee may use its discretion to award bonuses based
on criteria other than the Targets and an acquisition if the Committee
determines it to be appropriate based on executive performance and other facts
and circumstances, with the goal being to reward performance based upon the
Company’s objectives.


 


4.03                                                                           The bonuses shall be based on a percentage of
each individual’s base salary for fiscal 2006. For Mark Goldston, he will
receive a bonus based on a sliding scale of up to 160% of his base salary
depending upon the Company’s attainment of the Targets. In addition, Mr. Goldston’s
Acquisition Bonus will be 30% of his base salary. For the other eligible
participants, each will receive a bonus based on a sliding scale of up to 140%
of his base salary depending upon the Company’s attainment of the Targets. In
addition, the Acquisition Bonus for each of the other eligible participants
will be 10% of their base salary, except that the Acquisition Bonus for Mr. Hilliard
will be 20% of his base salary and the Acquisition Bonus for Mr. Randall
will be 15% of his base salary. In the event the Company achieves revenues or
ADJUSTED OIBDA that are in between specified Targets, the Committee may use
its discretion to provide an individual an additional bonus, pro rata or otherwise,
based on the Company’s achievement. In addition, if the Company completes more
than one Board approved acquisition during 2006, the Compensation Committee
will determine at the time of the subsequent acquisition whether an additional


 


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Acquisition
Bonus shall be paid with respect to the subsequent acquisition. Whether an
additional Acquisition Bonus will be paid will be determined in the sole
discretion of the Committee. The Committee may also vary the percentage
bonuses in connection with subsequent acquisitions depending on its review of
relevant factors including, without limitation, the size, complexity and
benefits of the subsequent acquisitions.


 


4.04                                                                           Following
completion of the bonus calculation referenced above, the Committee shall issue
a written report containing the final calculation or memorialize their approval
in the minutes of a meeting.


 


V.                                    PAYMENT OF BONUS AWARDS


 


5.01                                                                           Bonuses shall be paid no later than March 1,
2007. All payments under the Plan shall be subject to the Company’s collection
of all applicable federal, state and local income and employment withholding
taxes.


 


VI.                                GENERAL PROVISIONS


 


6.01                                                                           The Plan shall become effective when adopted
by the Compensation Committee. The Committee may at any time amend,
suspend or terminate the Plan, provided such action is effected by written
resolution.


 


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 Plan 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.


 


6.05                                                                           This is the full and complete agreement
between the eligible employees and the Company with respect to incentive bonus
compensation for the 2006 fiscal year. This Plan does not supersede, but is
supplemental to, any provisions of any employment agreement to which any of the
employees eligible under this Plan may be party.


 


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