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Exhibit 10.14    
    


 
 

CLASSMATES MEDIA CORPORATION    
    
    EMPLOYEE STOCK PURCHASE PLAN    
    


        I.    PURPOSE OF THE PLAN    



        This
Employee Stock Purchase Plan is intended to promote the interests of Classmates Media Corporation, a Delaware corporation, by providing eligible employees with the opportunity to
acquire a proprietary interest in the Corporation through participation in a payroll deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code. 


        Capitalized
terms herein shall have the meanings assigned to such terms in the attached Appendix. 


        II.    ADMINISTRATION OF THE PLAN    



        The
Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan. 


        III.    STOCK SUBJECT TO PLAN    



        A.    The
stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market.
The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to 3,750,000 shares. 


        B.    The
number of shares of Common Stock available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the
term of the Plan, beginning with calendar year 2009, by an amount equal to one and a half percent (1.5%) of the total number of shares of Common Stock outstanding on the last trading day in December
of the immediately preceding calendar year, but in no event shall any such annual increase exceed 800,000 shares. 



        C.    Should
any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares,
spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, or should the value of the outstanding shares of
Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other
reorganization, then equitable adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and/or class of securities by
which the share reserve is to increase automatically each calendar year pursuant to the provisions of Section III.B of this Article One, (iii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date, (iv) the maximum number and class of securities purchasable in total by all Participants on any one Purchase Date and (v) the number
and class of securities and the price per share in effect under each outstanding purchase right. The adjustments shall be made in such manner as the Plan Administrator deems appropriate in order to
prevent the dilution or enlargement of benefits thereunder. 




        IV.    OFFERING PERIODS    



        A.    Shares
of Common Stock shall be offered for purchase under the Plan through a series of overlapping offering periods until such time as (i) the maximum number of
shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated. 








 

        B.    Unless
otherwise specified by the Plan Administrator, each offering period shall have a duration of twenty-four (24) months. Offering periods shall
commence on the first business day of May and the first business day of November each year, beginning on either May 1, 2008 or November 1, 2008, as determined by the Plan Administrator. 



        C.    Each
offering period shall consist of a series of one or more successive Purchase Intervals. Purchase intervals shall run from the first business day in May each year to
the last business day in October and from the first business day in November each year to the last business day in April in the following year. 


        D.    Should
the Fair Market Value per share of Common Stock on any Purchase Date within a particular offering period be less than the Fair Market Value per share of Common
Stock on the start date of that offering period, then the individuals participating in such offering period shall, immediately after the purchase of shares of Common Stock on their behalf on such
Purchase Date, be transferred from that offering period and automatically enrolled in the next offering period commencing on the next business day following such Purchase Date. The new offering period
shall have a duration of twenty four (24) months unless a shorter duration is established by the Plan Administrator within five (5) days following the start date of that offering period. 




        V.    ELIGIBILITY    



        A.    Each
individual who is an Eligible Employee on the start date of any offering period under the Plan may enter that offering period on such start date. 



        B.    The
date an individual enters an offering period shall be designated his or her Entry Date for purposes of that offering period. 


        C.    An
Eligible Employee must, in order to participate in the Plan for a particular offering period, complete the enrollment forms prescribed by the Plan Administrator
(including a stock purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) on or before his or her scheduled Entry Date. 




        VI.    PAYROLL DEDUCTIONS    



        A.    The
payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock during an offering period may be any multiple of one percent (1%) of
the Cash Earnings paid to the Participant during each Purchase Interval within that offering period, up to a maximum of fifteen
percent (15%). The deduction rate so authorized shall continue in effect throughout the offering period, except to the extent such rate is changed in accordance with the following guidelines: 



          (i)  The
Participant may, at any time during the offering period, reduce his or her rate of payroll deduction to become effective as soon as possible after filing the
appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per Purchase Interval. 


         (ii)  The
Participant may, prior to the commencement of any new Purchase Interval within the offering period, increase the rate of his or her payroll deduction by filing the
appropriate form with the Plan Administrator. The new rate (which may not exceed the maximum payroll deduction percentage in effect for that offering period) shall become effective on the start date
of the first Purchase Interval following the filing of such form. 




        B.    Payroll
deductions shall begin on the first pay day administratively feasible following the Participant's Entry Date and shall (unless sooner terminated by the
Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. The amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest 



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shall
be paid on the balance from time to time outstanding in such account. The amounts collected from the Participant shall not be required to be held in any segregated account or trust fund and may
be commingled with the general assets of the Corporation and used for general corporate purposes. 


        C.    Payroll
deductions shall automatically cease upon the termination of the Participant's purchase right in accordance with the provisions of the Plan. 


        D.    The
Participant's acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require the Participant's acquisition of Common Stock on any
subsequent Purchase Date, whether within the same or a different offering period. 



        E.    The
Corporation shall cease to be a Participating Corporation in the United Online, Inc. 2001 Employee Stock Purchase Plan (the "United Plan") immediately
following the April 2008 or October 2008 purchase date under that plan, as determined by the Plan Administrator, and Eligible Employees will no longer be eligible to participate in the
United Plan following that purchase date, whether or not they elect to participate in this Plan. 




        VII.    PURCHASE RIGHTS    



        A.    Grant of Purchase Rights.    A Participant shall be granted a
separate purchase right for each offering period in which he or she is enrolled. The purchase right shall be granted on the Participant's Entry Date and shall provide the Participant with the right to
purchase shares of Common Stock, in a series of successive installments during that offering period, upon the terms set forth below. The Participant shall execute a stock purchase agreement embodying
such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable. 



        Under
no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate. 


        B.    Exercise of the Purchase Right.    Each purchase right shall be automatically exercised
in installments on each successive Purchase Date within the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant on each such Purchase Date. The
purchase shall be effected by applying the Participant's payroll deductions for the Purchase Interval ending on such Purchase Date to the purchase of whole shares of Common Stock at the purchase price
in effect for the Participant for that Purchase Date. 


        C.    Purchase Price.    The purchase price per share at which Common Stock will be purchased
on the Participant's behalf on each Purchase Date within the particular offering period in which he or she is enrolled shall be equal to eighty-five percent (85%) of the  lower of (i) the
Fair Market Value per share of Common Stock on the Participant's Entry Date or (ii) the Fair Market Value per share of
Common Stock on that Purchase Date. 


        D.    Number of Purchasable Shares.    The number of shares of Common Stock purchasable by a
Participant on each Purchase Date during the particular offering period in which he or she is enrolled shall be the number of whole shares obtained by dividing the amount collected from the
Participant through payroll deductions during the Purchase Interval ending with that Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum
number of shares of Common Stock purchasable per Participant on any one Purchase Date shall not exceed 2,000 shares, subject to periodic adjustments in the event of certain changes in the
Corporation's capitalization. In addition, the maximum number of shares of Common Stock 



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purchasable
in total by all Participants on any one Purchase Date shall not exceed 750,000 shares, subject to periodic adjustments in the event of certain changes in the Corporation's capitalization.
However, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering period under the Plan, to increase or decrease the limitations to be in effect
for the number of shares purchasable per Participant and in total by all Participants on each Purchase Date within that offering period. 


        E.    Excess Payroll Deductions.    Any payroll deductions not applied to the purchase of
shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date. However,
any payroll deductions not applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable per Participant or in total by all Participants on the
Purchase Date shall be promptly refunded. 


        F.    Suspension of Payroll Deductions.    In the event that a Participant is, by reason of
the accrual limitations in Article VIII, precluded from purchasing additional shares of Common Stock on one or more Purchase Dates during the offering period in which he or she is enrolled,
then no further payroll deductions shall be collected from such Participant with respect to those Purchase Dates. The suspension of such deductions shall not terminate the Participant's purchase right
for the offering period in which he or she is enrolled, and payroll deductions shall automatically resume on behalf of such Participant once he or she is again able to purchase shares during that
offering period in compliance with the accrual limitations of Article VIII. 


        G.    Withdrawal from Offering Period.    The following provisions shall govern the
Participant's withdrawal from an offering period: 



          (i)  A
Participant may withdraw from the offering period in which he or she is enrolled at any time prior to the next scheduled Purchase Date by filing the appropriate form
with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the Participant with respect to that offering period. Any payroll deductions collected during
the Purchase Interval in which such withdrawal occurs shall, at the Participant's election, be immediately refunded or held for the purchase of shares on the next Purchase Date. If no such election is
made at the time of such withdrawal, then
the payroll deductions collected from the Participant during the Purchase Interval in which such withdrawal occurs shall be refunded as soon as possible. 


         (ii)  The
Participant's withdrawal from a particular offering period shall be irrevocable, and the Participant may not subsequently rejoin that offering period at a later
date. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or
before his or her scheduled Entry Date into that offering period. 




        H.    Termination of Purchase Right.    The following provisions shall govern the termination
of outstanding purchase rights: 



          (i)  Should
the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while his or her purchase right remains
outstanding, then that purchase right shall immediately terminate, and all of the Participant's payroll deductions for the Purchase Interval in which the purchase right so terminates shall be
immediately refunded. 


         (ii)  However,
should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the right,
exercisable up until the last business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll deductions collected to date on his or her behalf for that
Purchase 




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Interval
or (b) have such funds held for the purchase of shares on his or her behalf on the next scheduled Purchase Date. In no event, however, shall any further payroll deductions be collected
on the Participant's behalf during such leave. Upon the Participant's return to active service (x) within three (3) months following the commencement of such leave or (y) prior to
the expiration of any longer period for which such Participant has a right to reemployment with the Corporation provided by statute or contract, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began, unless the Participant withdraws from the Plan prior to his or her return. An individual who returns to active employment
following a leave of absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new Employee for purposes of subsequent participation in the Plan and
must accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before his or her scheduled Entry Date into the offering period. 




        I.    Change in Control.    Each outstanding purchase right shall automatically be exercised,
immediately prior to the effective date of any Change in Control, by applying the payroll deductions of each Participant for the Purchase Interval in which such Change in Control occurs to the
purchase of whole shares of Common Stock at a purchase price per share equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common Stock on the
Participant's Entry Date into the
offering period in which such individual is enrolled at the time of such Change in Control or (ii) the Fair Market Value per share of Common Stock immediately prior to the effective date of
such Change in Control. However, any applicable limitation on the number of shares of Common Stock purchasable per Participant shall continue to apply to any such purchase, but not the limitation
applicable to the maximum number of shares of Common Stock purchasable in total by all Participants on any one Purchase Date. 


        The
Corporation shall use its best efforts to provide at least ten (10) days' prior written notice of the occurrence of any Change in Control, and Participants shall, following
the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change in Control. 


        J.    Proration of Purchase Rights.    Should the total number of shares of Common Stock to be
purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase
price payable for the Common Stock pro-rated to such individual, shall be refunded. 


        K.    ESPP Brokerage Account.    The Plan Administrator shall have the discretionary authority
to require that the shares purchased on behalf of each Participant be deposited directly into a brokerage account which the Corporation shall establish for the Participant at a Corporation-designated
brokerage firm. The account will be known as the ESPP Brokerage Account, and any shares deposited in the Participant's ESPP Broker Account must remain in that account until the  earlier of
(i) the date those shares are to be sold or transferred by gift or (ii) the date on which the requisite holding period
necessary to avoid a disqualifying disposition of those shares under the federal tax laws has been satisfied. 


        L.    Assignability.    The purchase right shall be exercisable only by the Participant and
shall not be assignable or transferable by the Participant. 


        M.    Stockholder Rights.    A Participant shall have no stockholder rights with respect to
the shares subject to his or her outstanding purchase right until the shares are purchased on the Participant's behalf in accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares. 



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        VIII.    ACCRUAL LIMITATIONS    



        A.    No
Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual,
when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock
purchase plans (within the meaning of Code Section 423)) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such rights are granted) for
each calendar year such rights are at any time outstanding. 


        B.    For
purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be in effect: 



          (i)  The
right to acquire Common Stock under each outstanding purchase right shall accrue in a series of installments on each successive Purchase Date during the offering
period in which such right remains outstanding. 


         (ii)  No
right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right
to acquire Common Stock under one or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock (determined on the basis of the Fair
Market Value per share on the date or dates of grant) for each calendar year such rights were at any time outstanding. 




        C.    If
by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Interval, then the payroll deductions that the
Participant made during that Purchase Interval with respect to such purchase right shall be promptly refunded. 



        D.    In
the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any instrument issued thereunder, the provisions of
this Article shall be controlling. 




        IX.    EFFECTIVE DATE AND TERM OF THE PLAN    



        A.    The
Plan was adopted by the Board on October 30, 2007 and shall become effective on either May 1, 2008 or November 1, 2008, as determined by the Plan
Administrator, provided no purchase rights granted under the Plan shall be exercised, and no shares of Common Stock shall be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the
Corporation shall have complied with all applicable requirements of the 1933 Act (including the registration of the shares of Common Stock issuable under the Plan on a Form S-8
registration statement filed with the Securities and Exchange Commission), all applicable listing requirements of the Stock Exchange on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such stockholder approval is not obtained, or such compliance is not effected, within twelve (12) months after the date on
which the Plan is adopted by the Board, the Plan shall terminate and have no further force or effect, and all sums collected from Participants during the initial offering period hereunder shall be
refunded. 


        B.    Unless
sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the last business day in October 2017, (ii) the date on
which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised in
connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination. 



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        X.    AMENDMENT OF THE PLAN    



        A.    The
Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval. 



        B.    In
no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the Corporation's stockholders: (i) increase the
number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the Corporation's capitalization, (ii) alter the purchase price
formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan or (iii) modify the eligibility requirements for participation in the Plan. 




        XI.    GENERAL PROVISIONS    



        A.    All
costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participant shall bear all costs and expenses
incurred by such individual in the sale or other disposition of any shares purchased under the Plan. 


        B.    Nothing
in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any reason, with or without cause. 



        C.    The
provisions of the Plan shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules. 



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Schedule A    
    
    Corporations Participating in
  Employee Stock Purchase Plan
  As of the Effective Time    
    







 
 
 

APPENDIX    
    


        The following definitions shall be in effect under the Plan: 


        A.    Board shall mean the Corporation's Board of Directors. 


        B.    Cash Earnings shall mean (i) the regular base salary paid to a Participant by one or more Participating Companies
during such individual's period of participation in one or more offering periods under the Plan and (ii) any overtime payments, bonuses, commissions, profit-sharing distributions and other
incentive-type payments received during such period. Cash Earnings shall be calculated before deduction of (A) any income or employment tax withholdings or (B) any
contributions made by Participant to any Code Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any
Corporate Affiliate. Cash Earnings shall not include any contributions made on the Participant's behalf by the Corporation or any Corporate Affiliate to any employee benefit or welfare plan now or
hereafter established (other than Code Section 401(k) or Code Section 125 contributions deducted from such Cash Earnings). 



        C.    Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 



          (i)  a
merger, consolidation or reorganization approved by the Corporation's stockholders, unless (a) securities
representing 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, by the person or persons who beneficially owned fifty percent (50%) or more of the Corporation's outstanding voting securities immediately prior to such transaction or (b) the
merger, consolidation or reorganization is with or into United Online, Inc. or any entity that directly or indirectly controls, is controlled by or is under common control with, United
Online, Inc.; 


         (ii)  any
stockholder-approved transfer or other disposition of all or substantially all of the Corporation's assets (other than to United Online, Inc. or any entity
that directly or indirectly controls, is controlled by or is under common control with, United Online, Inc.); 


        (iii)  the
closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a "group" within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than United Online, Inc, or the Corporation or any other person that, prior to such transaction or series of related transactions, directly
or indirectly controls, is controlled by or is under common control with, United Online, Inc. or the Corporation) becomes directly or indirectly (whether as a result of a single acquisition or
by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934
Act) of (A) securities possessing (or convertible into or exercisable for securities possessing) thirty three and one-third percent (331/3%) or more of the total
combined voting power of all of the Corporation's outstanding securities (as measured in terms of the power to vote with respect to the election of Board members) or (B) securities representing
thirty three and one third percent (331/3%) or more of the aggregate market value of all of the Corporation's outstanding capital stock, measured in each instance immediately after the
consummation of such transaction or series of related transactions and whether such transaction or transactions involve a direct issuance from the Corporation or the acquisition of outstanding
securities held by one or more of the Corporation's existing stockholders, including an indirect acquisition of those securities effected through an acquisition of United Online, Inc., by
merger, consolidation or sale of all or substantially all of its assets or outstanding capital stock at a time when United Online, Inc. is the Parent of the Corporation; 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 



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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. In no event, however, shall a Change in Control be deemed to occur as a result of a spin-off distribution by United Online, Inc. of all or any portion of the
Corporation's outstanding securities held by United Online, Inc. to its existing stockholders in proportion to their holdings of United Online, Inc. capital stock. 




        D.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        E.    Common Stock shall mean the Corporation's common stock. 



        F.    Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance with
Code Section 424), whether now existing or subsequently established. 


        G.    Corporation shall mean Classmates Media Corporation, a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of Classmates Media Corporation that shall by appropriate action adopt the Plan. 



        H.    Effective Time shall mean May 1, 2008, the date on which the first offering period under the Plan shall commence.
Any Corporate Affiliate that becomes a Participating Corporation after such Effective Time shall designate a subsequent Effective Time with respect to its employee-Participants. 


        I.    Eligible Employee shall mean any person who is employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week for more than five (5) months per calendar year for earnings considered wages under Code
Section 3401(a). 


        J.    Entry Date shall mean the date an Eligible Employee first commences participating in the offering period in effect under
the Plan. The earliest Entry Date under the Plan shall be the Effective Time. 


        K.    Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common
Stock at the close of regular hours trading (i.e., before after-hours trading begins) on date on question on the Stock Exchange serving as the primary market for the Common Stock, as such price is
reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock
Exchange on which the Common Stock is then primarily traded. 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. 


        L.    1933 Act shall mean the Securities Act of 1933, as amended. 


        M.    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. 


        N.    Participant shall mean any Eligible Employee of a Participating Corporation who is actively participating in the Plan. 


        O.    Participating Corporation shall mean the Corporation and such Corporate Affiliate or Affiliates as may be authorized from
time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the Plan are listed in attached Schedule A. 


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        P.    Plan shall mean the Corporation's Employee Stock Purchase Plan, as set forth in this document. 



        Q.    Plan Administrator shall mean the committee of two (2) or more Board members appointed by the Board to administer
the Plan. 


        R.    Purchase Date shall mean the last business day of each Purchase Interval. 


        S.    Purchase Interval shall mean each successive six (6)-month period within a particular offering period at the end of which
there shall be purchased shares of Common Stock on behalf of each Participant. 



        T.    Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock
Exchange. 


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QuickLinks



Exhibit 10.14


CLASSMATES MEDIA CORPORATION EMPLOYEE STOCK PURCHASE PLAN



Schedule A Corporations Participating in Employee Stock Purchase Plan As of the Effective Time

APPENDIX