**Exhibit 10.10**

**UNITEDONLINE, INC.2007 MANAGEMENT BONUS PLAN**

**I.****                                            PURPOSESOF THE PLAN**

1.01                        The United Online, Inc.(“Company”) 2007 Management Bonus Plan (“Plan”) is established to promote theinterests of the Company by creating an incentive program to (i) attract andretain employees who will strive for excellence, and (ii) motivate thoseindividuals to set and achieve above-average objectives by providing themwith rewards for contributions to the financial performance of the Company.

**II.****                                       ****ADMINISTRATIONOF THE PLAN**

2.01                        The Plan is herebyadopted 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 tothe Committee by the Board of Directors of the Company.

2.02                        The interpretation andconstruction of the Plan and the adoption of rules and regulations foradministering the Plan shall be made by the Committee in its solediscretion.  Decisions of the Committeeshall be final and binding on all parties who have an interest in the Plan.

**III.****                                   ****DETERMINATIONOF PARTICIPANTS**

3.01                        The followingindividuals will participate in the Plan: Mark R. Goldston, Charles S. Hilliard, Frederic A. Randall, Jr., GeraldJ. Popek, Mathew J. Wisk, Jeremy Helfand, Robert J. Taragan, and PaulJordan.  An individual shall be eligibleto receive a bonus under the Plan if employed by the Company or any of itsparticipating subsidiaries on the earlier of February 15, 2008 or the date onwhich bonuses under this Plan are distributed. If an individual is not employed by the Company or a participatingsubsidiary on such date, he will not be eligible to receive a bonus under thePlan.  However, an individual who is on aleave of absence or whose employment terminates and is then re-hired inthe 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 ofdeath or disability, the Committee shall provide the individual or theindividual’s estate with a pro rata bonus.

3.02                        For purposes of thePlan:

A.            An individual shall be considered an employee for so longas such individual remains employed by the Company or one or more subsidiarycorporations.

B.            Each corporation (other than theCompany) in an unbroken chain of corporations beginning with the Company shallbe 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 ofdetermination, stock possessing more than fifty percent of the total combinedvoting power of all classes of stock in one of the other corporations in suchchain.

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**IV.****                                  ****BONUSAWARDS**

4.01                        No eligible employeeshall earn any portion of a bonus award made hereunder for any fiscal yearuntil payment of the award pursuant to Section 5.01.

4.02                        The individual bonusawards payable to the participants in the Plan for the 2007 Year shall be based50% upon the Company’s success in achieving specified revenue targets (“RevenueTargets”) and 50% upon the Company’s success in achieving specified adjustedOIBDA targets (that is, targets tied to the Company’s operating income beforedepreciation and amortization expenses and certain other expenses) (“AdjustedOIBDA Targets,”) determined by the Committee for that fiscal year (the “Revenueand Adjusted OIBDA Bonus”).  Indetermining whether the Company has achieved the Adjusted OIBDA Targets,Adjusted OIBDA will be determined consistent with the Company’s historical methodologyfor 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 expensesassociated with the relocation of the Company’s or any of its subsidiaries’offices, (2) in determining whether the Company has achieved an Adjusted OIBDATarget, any bonus amounts which accrue under this Plan shall not be included asan expense in computing Adjusted OIBDA, (3) any adjustments to Adjusted OIBDAattributable to a change in accounting principles shall be excluded and (4) allitems of gain, loss or expense for such fiscal year determined to beextraordinary or unusual in nature or infrequent in occurrence, or related tothe disposal of a segment of a business, shall be excluded from AdjustedOIBDA.  In the event the Company acquiresother companies or businesses during the 2007 fiscal year, all revenues andAdjusted OIBDA contributions as a result of such acquisitions shall be includedin determining whether the Revenue Targets and Adjusted OIBDA Targets have beenachieved.

4.03                        In addition to the bonuses payable forachievement of Revenue Targets and Adjusted OIBDA Targets, the participants inthis Plan shall be entitled to receive an additional bonus (the “Non-Dial UpRevenue Bonus”) based upon the Company’s success in achieving specifiedtargets tied to the Company’s revenues excluding the Company’s dial-up billableservices revenues (“Non-Dial Up RevenueTargets”).  In determining whetherthe Company has achieved the Non-Dial UpRevenue Targets, Non-Dial Up Revenue Targets will be determined consistent withthe Company’s methodology for calculating Revenue Targets; provided, however,revenues attributable to the Company’s dial-up billable services revenues shallbe excluded.

4.04                        The bonuses shall bebased on a percentage of each individual’s base salary for fiscal 2007 asfollows:

(a)  In the case of Mark Goldston, the Revenue andAdjusted OIBDA Bonus will be based on a sliding scale of up to 160% of his basesalary depending upon the Company’s attainment of the Revenue Targets and theAdjusted OIBDA Targets, and the Non-Dial Up Revenue Bonus will be based on asliding scale of up to 60% of his base salary;

(b)  In the case of Charles Hilliard, the Revenueand Adjusted OIBDA Bonus will be based on a sliding scale of up to 150% of hisbase salary depending upon the

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Company’s attainment of the Revenue Targets and theAdjusted OIBDA Targets, and the Non-Dial Up Revenue Bonus will be based on asliding scale of up to 45% of his base salary;

(c)  In the case of the other eligibleparticipants, the Revenue and Adjusted OIBDA Bonus will be based on a slidingscale of up to 140% of his base salary depending upon the Company’s attainmentof the Revenue Targets and the Adjusted OIBDA Targets, and the Non-Dial UpRevenue Bonus will be based on a sliding scale of up to 30% of his base salary.

In the event theCompany achieves revenues, Adjusted OIBDA or non-dial up revenues that are inbetween specified targets, the Committee may use its discretion to provide anindividual an additional bonus, pro rata or otherwise, based on the Company’sachievement.

4.05                        Followingcompletion of the bonus calculation referenced above, the Committee shall issuea written report containing the final calculation or memorialize their approvalin the minutes of a meeting.

**V.****                                      ****PAYMENTOF BONUS AWARDS**

5.01                        Bonuses payable forachievement of Revenue Targets, Adjusted OIBDA Targets and Non-Dial Up RevenueTargets shall be paid in cash; provided that any bonuses payable in excess of125% of annual base salary for Mr. Goldston, 110% of annual base salary for Mr.Hilliard, and 100% of annual base salary for the other eligible recipients(each, an “Excess Amount”) shall be paid in shares of Company commonstock.  The cash and stock payments, ifany, shall be paid on February 15, 2008. The number of shares of Company common stock shall be determined bydividing the respective Excess Amounts by $14.14 per share.  All payments under the Plan shall be subjectto the Company’s collection of all applicable federal, state and local incomeand employment withholding taxes.

**VI.****                                   GENERALPROVISIONS**

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

6.02                        No amounts awarded oraccrued under this Plan shall actually be funded, set aside or otherwisesegregated prior to payment.  Theobligation to pay the bonuses awarded hereunder shall at all times be anunfunded and unsecured obligation of the Company.  Plan participants shall have the status ofgeneral creditors and shall look solely to the general assets of the Companyfor the payment of their bonus awards.

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

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

6.05                        This is the full andcomplete agreement between the eligible employees and the Company with respectto incentive bonus compensation for the 2007 fiscal year. This Plan does notsupersede, but is supplemental to, any provisions of any employment agreementto which any of the employees eligible under this Plan may be party.

 

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