Exhibit 10.23

UNITED ONLINE, INC.RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

A.    The
Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).

B.    Participant
is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation's issuance of shares of Common Stock to the Participant under the Stock Issuance Program.

C.    All
capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

NOW, THEREFORE, it is hereby agreed as follows:

1.Grant of Restricted Stock Units.    The Corporation hereby awards to the Participant, as
of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the vesting date of that unit. The number of shares of
Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the
remaining terms and conditions governing the award (the "Award") shall be as set forth in this Agreement.

AWARD SUMMARY

|Award Date:                        |  | [                        ].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Shares Subject to Award: |  | [                        ] shares of Common Stock (each, a "Share" and collectively, the "Maximum Shares").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Vesting Schedule:                  |  | [If the Corporation's highest 30-day volume-weighted average closing price for any consecutive 30-days between
[                        ] and
[                        ] is (i) less than
[                        ],
[                        ] Shares shall become immediately vested; (ii) equal to or greater than
[                        ], but less than
[                        ],
[                        ] Shares shall become immediately vested; and (iii) equal to or greater than
[                        ], the Maximum Shares shall become immediately vested. Any Shares that have not vested by
[                        ] shall be immediately cancelled with respect to those unvested Shares.]
|                                   |  | [If, beginning [                        ], the Corporation's closing share price is at least equal to
[                        ], and its volume-weighted average closing price for the immediately following six months (the "Six-Month
Period") is at least equal to [                        ], the Maximum Shares shall become immediately vested as of the last
trading day of the Six-Month Period.]                                                                                                                                                                                                                                                                                                             

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|Issuance Schedule |  | The Shares in which the Participant vests in accordance with the foregoing Vesting Schedule will be issuable immediately upon vesting, and in any event within 21/2 months, after the last day of any calendar quarter in which
any Shares subject to the Award became vested, subject to the Corporation's collection of the applicable Withholding Taxes. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 8 of
this Agreement.
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.Limited Transferability.    Prior to actual receipt of the Shares which vest hereunder,
the Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the Participant's death may be
transferred pursuant to the provisions of the Participant's will or the laws of inheritance or to the Participant's designated beneficiary or beneficiaries of this Award. The Participant may also
direct the Corporation to issue the stock certificates for any Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a
trust established for the Participant and/or his or her family members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with
the Plan Administrator or its designee.

3.Cessation of Service.    Except as otherwise provided in Paragraphs 4 and 6
below,



4.Accelerated Vesting.    [Reserved]

5.Stockholder Rights and Dividend Equivalents.    The holder of this Award shall not have
any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual
issuance upon the Corporation's collection of the applicable Withholding Taxes.

Notwithstanding
the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, shares of Common Stock or other property, be declared and paid
on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or
distribution), then a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on
the Maximum Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those
Shares in the book account shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or
distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, and in any event within 21/2 months after the last day of any
calendar quarter in which any Shares subject to the Award became vested. The phantom dividend equivalents so credited to any Shares that do not vest pursuant to this Agreement shall be forfeited and
the Participant shall cease to have any

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right
or entitlement to receive any such phantom dividend equivalents. However, each such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that
distribution.

6.Change in Control.



7.Adjustment in Shares.    Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate
adjustments shall be made to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.

8.Issuance of Shares of Common Stock.



9.Compliance with Laws and Regulations.    The issuance of shares of Common Stock pursuant
to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or
the

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Nasdaq
Stock Market, if applicable) on which the Common Stock may be listed for trading at the time of such issuance.

10.Notices.    Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices, and directed to the attention of Stock Plan Administrator. Any notice required to be
given or delivered to Participant shall be in writing and addressed to Participant at the address on record with the Corporation. An email to the email address of Participant on record with the
Corporation shall be deemed to be written notice. All notices shall be deemed effective upon personal delivery, upon sending of an email or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.

11.Governing Law.    The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules.

12.Successors and Assigns.    Except to the extent otherwise provided in this Agreement,
the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant's assigns, the legal representatives,
heirs and legatees of Participant's estate and any beneficiaries of the Award designated by Participant.

13.Construction.    This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an interest in the Award.

14.Section 409A.    It is intended that this Agreement shall comply with the
provisions of section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Participant to the payment of additional taxes and interest under section 409A
of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the extent that any regulations or
other guidance issued under section 409A of the Code would result in Participant being subject to payment of additional income taxes or interest under section 409A of the Code,
Participant and the Company agree to amend this Agreement in order to avoid the application of such taxes or interest under section 409A of the Code.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

| |  | UNITED ONLINE, INC.
| |  | -------------------
| |  |                    
| |  |                    
| |  | By:                
| |  |                    
| |  | Title:             
| |  |                    
| |  |                    
| |  |                    
| |  | PARTICIPANT        
| |  |                    
| |  |                    
| |  | Signature:         
| |  |                    
| |  | Address:           
| |  |                    
| |  |                    

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APPENDIX A        DEFINITIONS

The following definitions shall be in effect under the Agreement:

A.Agreementshall mean this Restricted Stock Unit Issuance Agreement.

B.Awardshall mean the award of restricted stock units made to the Participant pursuant to the terms of this Agreement.

C.Award Dateshall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and shall
be the date indicated in Paragraph 1 of the Agreement.

D.Boardshall mean the Corporation's Board of Directors.

E.Causeshall have the meaning assigned to such term in the Employment Agreement.

F.Change in Controlshall mean a change in ownership or control of the Corporation effected through any of the following
transactions:



G.Codeshall mean the Internal Revenue Code of 1986, as amended.

H.Common Stockshall mean shares of the Corporation's common stock.

I.Corporationshall mean United Online, Inc., a Delaware corporation, and any successor corporation to all or
substantially all of the assets or voting stock of United Online, Inc. which shall by appropriate action adopt the Plan.

J.Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

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K.Employment Agreementshall mean the Amended and Restated Employment Agreement between the Participant and the Corporation
dated as of [                        ], and as in effect on the date of the Award.

L.Fair Market Valueper share of Common Stock on any relevant date shall be determined in accordance with the following
provisions:



M.Involuntarily Terminatedshall have the meaning assigned to that term in the Employment Agreement.

N.1934 Actshall mean the Securities Exchange Act of 1934, as amended from time to time.

O.Participantshall mean the person to whom the Award is made pursuant to the Agreement.

P.Parentshall 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.

Q.Planshall mean the Corporation's 2001 Stock Incentive Plan, as amended and restated.

R.Plan Administratorshall mean either the Board or a committee of the Board acting in its capacity as administrator of the
Plan.

S.Serviceshall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease
Service immediately upon the occurrence of the either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent
or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to
perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that
except to the extent otherwise required by law or expressly authorized by the Plan Administrator, no Service credit shall be
given for vesting purposes for any period the Participant is on a leave of absence.

T.Stock Exchangeshall mean the American Stock Exchange or the New York Stock Exchange.

U.Subsidiaryshall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty

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percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

V.Withholding Taxesshall mean the federal, state and local income taxes and the employee portion of the federal, state and
local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock which vest under of the Award and any phantom dividend equivalents
distributed with respect to those shares.

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