**Exhibit 10.11**

**AMENDEDAND RESTATED**

**UNITEDONLINE, INC.**

**SEVERANCEBENEFIT PLAN**

**AND**

**SUMMARYPLAN DESCRIPTION**

** **

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Term of Plan:  January 1, 2007 — January 1, 2010

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**UNITEDONLINE, INC. SEVERANCE BENEFIT PLANANDSUMMARY PLAN DESCRIPTION**

**I.              INTRODUCTION**

United Online, Inc. (the “Company”)grants severance pay to terminated full-time employees only under limitedcircumstances.  The Company retains theright to amend, modify or terminate its severance pay policy at any time, inwhole or part, and to determine employee eligibility for severance pay and theamount of severance pay at its sole discretion; provided, however, that thisPlan may not be amended, modified or terminated within eighteen (18) monthsfollowing the consummation of a Transaction (as defined below) with respect toeligible employees as of the Closing of a Transaction.

This Plan shall onlyapply to United Online, Inc., NetZero, Inc., Juno Online Services, Inc., JunoInternet Services, Inc., United Online Web Services, Inc., United OnlineAdvertising Network, Inc., United Online Communications, Inc., ClassmatesOnline, Inc., Classmates Media, Inc., Classmates International, Inc., andMyPoints.com, Inc.  It shall not apply toany other subsidiary, parent or affiliated company unless the Chief ExecutiveOfficer of United Online, Inc. so extends the application of this Plan in awritten addendum hereto.   This Planshall not apply to any covered subsidiary, including NetZero, Inc., Juno OnlineServices, Inc., Juno Internet Services, Inc., United Online WebServices, Inc., United Online Advertising Network, Inc., United OnlineCommunications, Inc., Classmates Online, Inc., Classmates Media, Inc.,Classmates International, Inc., and MyPoints.com, Inc. following the time suchsubsidiary ceases to be a direct or indirect wholly-owned subsidiary of UnitedOnline.

This Severance BenefitPlan (the “Plan”) supersedes all obligations, agreements or policies regardingseverance pay, except such terms as are set forth in a written agreement signedby an authorized officer of the Company. This Plan supplements any written agreements to provide all terms thatare not expressly incorporated into the written agreement.  The purpose of severance pay is to provideeconomic help to compensate for periods of unemployment due to job loss fromreduction in force.

This Plan is designed tobe an “employee welfare benefit plan,” as defined in Section 3(1) of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), and isgoverned by ERISA.  This document constitutesboth the official plan document and the required summary plan description underERISA.

# **II.            ELIGIBILITY**

**    A.        Eligibility Criteria.**

You generally***are**eligible*** for benefits underthe Plan if you satisfy each of the following conditions:

1.             Youare a full-time U.S. employee of United Online, Inc., NetZero, Inc., JunoOnline Services, Inc., Juno Internet Services, Inc., United Online WebServices, Inc., United Online Advertising Network, Inc., United OnlineCommunications, Inc., Classmates Online, Inc., Classmates Media, Inc.,Classmates International, Inc. or MyPoints.com, Inc.

2.             Youare either (i) notified during the term of the Plan (that is, the periodcommencing January 1, 2007 and ending January 1, 2010 or such other period asthe Company may determine in its sole discretion) that, as a result of areduction-in-force 

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decision by Company that eliminates your position, your employment isterminated (“Layoff Termination”), or (ii) Involuntarily Terminated inconnection with or within eighteen (18) months following a Change in Control ora Corporate Transaction (together referenced in this Plan as a “Transaction”).

For purposes of this Plan, “Involuntary Termination” or “InvoluntarilyTerminated” means the following:  (i) youare terminated by the Company or any successor to the Company for reasons otherthan misconduct (as defined below) within eighteen (18) months following aTransaction; or (ii) you voluntarily resign in connection with or following aTransaction that results in either (A) a reduction in your base salary fromthat provided by the Company immediately prior to the Transaction or (B) arelocation of your primary place of employment by more than fifty (50) miles;provided, however, that an Involuntary Termination occurs only if the change insalary or relocation is effected without your consent.

Unless otherwise determined by the Chief Executive Officer of UnitedOnline, Inc., these provisions shall only apply to a Change in Control orCorporate Transaction (as defined below) with respect to United Online, Inc.

For purposes of this Plan, “Change in Control” shall mean the event ofa change in ownership or control of United Online, Inc. affected through eitherof the following transactions:

(i)            theacquisition, directly or indirectly, by any person or related group of persons(other than the Company or a person that directly or indirectly controls, iscontrolled by, or is under common control with, the Company) of beneficialownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of1934, as amended) of securities possessing more than fifty percent (50%) of thetotal combined voting power of the Company’s outstanding securities pursuant toa tender or exchange offer made directly to the Company’s stockholders, or

(ii)           achange in the composition of the Company’s Board of Directors (“Board”) over aperiod of thirty-six (36) consecutive months or less such that a majority ofthe Board members ceases, by reason of one or more contested elections forBoard membership, to be comprised of individuals who either (a) have been Boardmembers continuously since the beginning of such period or (b) have beenelected or nominated for election as Board members during such period by atleast a majority of the Board members described in clause (a) who were still inoffice at the time the Board approved such election or nomination.

For purposes of this Plan, “Corporate Transaction” shall mean either ofthe following stockholder-approved transactions to which the Company is aparty:

(i)            amerger or consolidation in which the record and beneficial ownership ofsecurities possessing more than fifty percent (50%) of the total combinedvoting power of the Company’s outstanding securities are transferred, bothbeneficially and of record, to a person or persons different from the personsholding those securities immediately prior to such transaction (for example, itwill not be a Corporate Transaction if following the transaction the Company isdirectly or indirectly (including through a parent or one or more subsidiaries)controlled by the person or persons who controlled 50% of the Company’soutstanding securities prior to such transaction), or

(ii)           thesale, transfer or other disposition of all or substantially all of the Company’sassets in complete liquidation or dissolution of the Company.

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For purposes of this Plan, “Misconduct” means the (i) commission of anyact of fraud, embezzlement or dishonesty, (ii) any unauthorized use ordisclosure of confidential information or trade secrets of the Company (or anyParent or Subsidiary), (iii) any intentional misconduct adversely affecting thebusiness or affairs of the Company (or any parent or subsidiary of theCompany), or (iv) failure to use reasonable efforts to follow reasonabledirectives or instructions of a manager or supervisor after written notice ofsuch failure that specifies in detail the reasons for such failure and a chanceto remedy such failure.

3.             Inthe event that no Transaction has occurred, you are not offered an alternateposition with the Company within fifty (50) miles of either your residence oryour most recent work place.

4.             You have signed a form of confidential/proprietary/tradesecret information, non-disclosure and inventions assignment agreement(s) withthe Company, or with a predecessor of the Company, that covers the period ofyour employment with the Company (and/or with a predecessor of the Company).

5.             You have returned to the Company all Company documentscreated and received by you during your employment (electronic and paper) withthe exception only of your personal copies of documents evidencing your hire,termination, compensation, benefits and stock options, and any other documentsyou have received as a shareholder of the Company or any parent or subsidiaryof the Company.

6.             If you previously received an advance(s) for businesstravel and entertainment expenses, (i) you have properly completed andsubmitted an expense reimbursement form(s) and supporting receipts to yourmanager within fifteen (15) days after your Layoff Termination, (ii) yourmanager has approved your expenses, and (iii) you have repaid (via checkpayable to “United Online, Inc.”) any amount advanced but not used.

7.             You have met with your manager and: (i) you havetransitioned your work and information concerning your work to your manager;and  (ii) you have provided your managerwith all passwords and passcodes you have created for documents, email andelectronic files that you created or used on Company’s computers and computersystems.

8.             You have returned to the Company all items of propertyreceived by you for your use during employment with the Company including, butnot limited to, any laptops, computer equipment, software programs, cellphones, keys and passes, and credit and calling cards.

9.             You have signed the General Release of All Claims:

·                  acopy of which is attached as Exhibit 1 if you are under age forty (40), and youhave signed that document within seven (7) days after you received it.

·                  acopy of which is attached as Exhibit 2 if you are age forty (40) or older, andyou have signed that document within forty-five (45) days of the date youreceived it and you have not revoked it within seven (7) days after you havesigned it.

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

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**    B.        Criteria for Exclusion fromEligibility.**

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

1.             Youare a temporary, leased or seasonal employee of United Online, Inc., NetZero,Inc., Juno Online Services, Inc., Juno Internet Services, Inc., United OnlineWeb Services, Inc., United Online Advertising Network, Inc., United OnlineCommunications, Inc., Classmates Online, Inc., Classmates Media, Inc.,Classmates International, Inc. or MyPoints.com, Inc.

2.             Youwork for United Online, Inc., NetZero, Inc., Juno Online Services, Inc., JunoInternet Services, Inc., United Online Web Services, Inc., United OnlineAdvertising Network, Inc., United Online Communications, Inc., ClassmatesOnline, Inc., Classmates Media, Inc., Classmates International, Inc. orMyPoints.com, Inc. as an independent contractor, consultant, or agent under awritten contract or purchase order or you are otherwise classified as such bythe Company (whether or not such classification is upheld on governmental,judicial or other review.)

3.             Youresign your employment with United Online, Inc., NetZero, Inc., Juno OnlineServices, Inc., Juno Internet Services, Inc., United Online Web Services, Inc.,United Online Advertising Network, Inc., United Online Communications, Inc.,Classmates Online, Inc., Classmates Media, Inc., Classmates International, Inc.or MyPoints.com, Inc. (other than a resignation constituting an InvoluntaryTermination as defined above).

4.             You terminate your employment prior to the date oftermination set by the Company in its notice of termination (other than ininstances involving Involuntary Termination). Company has sole discretion to select your termination date incircumstances not involving an Involuntary Termination following a Transaction,and failure to work through the termination date may render you ineligible forseverance benefits.  Vacation may betaken between the date you receive notice of termination and your terminationdate only with the prior written approval of senior management.

5.             You are terminated for reasons unrelated to aneconomically motivated reduction in force and under circumstances that do notconstitute an Involuntary Termination.

6.             In situations other than an Involuntary Terminationfollowing a Transaction, you are terminated for unsatisfactory performance,negligence in performance of your duties, misconduct, or violation of a policyof the Company or any subsidiary of the Company.

7.             In situations other than an Involuntary Termination followinga Transaction, you are dismissed prior to the effective date of your LayoffTermination for a reason other than your Layoff Termination (including, but notlimited to, any reason such as unsatisfactory performance, violation ofapplicable company policy or procedures, insubordination, misconduct, or theunauthorized use or disclosure of confidential information or trade secrets ofthe Company or any parent or subsidiary of the Company), whether or not youalready received notice of your Layoff Termination that would otherwise qualifyyou for severance benefits under this Plan.

8.             In situations other than an Involuntary Terminationfollowing a Transaction, you are offered comparable employment by a company orentity that acquires, merges with, acquires some or all of the assets of, orotherwise carries on the business of the Company relating to youremployment.  For purposes of thisprovision “comparable employment”

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means employment within 50 miles of your prioremployment site and at least 100% of your prior base pay.

9.             Your termination results from long-term or permanentdisability that renders you unable to perform your essential job functions evenwith accommodation or your death.

10.           Youare covered by any other written severance or separation pay plan orarrangement with the Company, or any subsidiary of the Company, or by anemployment or other agreement with the Company or any subsidiary of the Companythat provides for severance or separation pay/benefits in a lump sum or ininstallment payments following termination of your employment, including, butnot limited to, the Juno Online Services, Inc. Key Employee Retention Policy,the Juno Online Services, Inc. Employee Separation Plan, the Juno OnlineServices, Inc. Transition Plan or the NetZero, Inc. Severance Benefit Plan.

11.           The Plan Administrator determines, inits sole discretion, that your receipt of severance benefits would not underthe circumstances further the purposes of the Plan or would otherwise beinappropriate and not in the best interests of the Company, provided, however,that this provision shall not apply following a Transaction.

# **III.           HOWTHE PLAN WORKS**

**    A.        Timing of Severance Benefits**

If you meet theeligibility criteria of Section II and are eligible for benefits under thePlan, you will receive or will begin to receive your separation benefits assoon as administratively feasible, but no later than thirty (30) days after allconditions for receipt of benefits under this Plan have been satisfied.

**    B.        Severance Benefits Guidelines**

The benefit for which youare eligible under the Plan depends on your position, your base pay, yourlength of service, the type of termination, and whether you are entitled toreceive prior notice of your termination under the terms of the WorkerAdjustment and Retraining Notification Act (“WARN Act”).  No severance benefit will be paid toemployees who fail to comply with or meet the eligibility conditions statedabove, including, but not limited to, execution of a full Release in the formattached to this Plan.

The actual benefit forwhich you are eligible generally will be determined in accordance with theguidelines set forth below.

1.     **Severance BenefitGuideline for Employees Not Entitled to WARN Act Notice:**  If you are not entitled to advance notice ofyour termination pursuant to the provisions of the WARN Act, this sectionoutlines your severance benefit guideline.

1(a)         For employees other than Executive VicePresidents, Senior Vice Presidents or Vice Presidents, the severance benefitshall depend on whether you are terminated in connection with, or withineighteen (18) months following, a Transaction as follows:  For termination not in connection with, ornot within eighteen (18) months following a Transaction, the severance benefitfor employees who are not entitled to prior notice of layoff under the WARN Actis one week’s base pay for each full $20,000 of annual base pay, and anadditional one week’s base pay for each full six (6) month period of employmentcompleted prior to termination up to a maximum of five (5) weeks of basepay.  For example, an employee with 

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a $40,000 per year basesalary who has been employed continuously for four years would be eligible fora severance benefit equal to seven (7) weeks of base pay.

1(b)         For a termination in connection with orwithin eighteen (18) months following a Transaction, the severance benefit foremployees who are not entitled to prior notice of layoff under the WARN Act isone week’s base pay for each full $10,000 of annual base pay which the employeewas receiving prior to the Transaction (or, if greater, the base pay suchemployee was receiving before the termination) and an additional one week’sbase pay for each full six (6) month period of employment completed prior totermination up to five (5) weeks of base pay. For example, an employee with a $40,000 per year base salary who hasbeen employed continuously for four years would be eligible for a severancebenefit equal to nine (9) weeks of base pay.

1(c)         The severance benefit amount forExecutive Vice Presidents shall be one year of base pay.  The severance benefit amount for Senior VicePresidents and Vice Presidents shall be six (6) months of base pay.  The amounts for Executive Vice Presidents,Senior Vice Presidents and Vice Presidents shall apply regardless of whetherthe termination is related to or following a Transaction.  Whether an employee is a Executive VicePresident, Senior Vice President or Vice President will be based upon suchemployee’s title as of the date of termination or, if following a Transaction,the employee’s title immediately preceding the Transaction.  It shall be solely in Company’s discretion tochange employees’ titles.

2.     **Severance BenefitGuideline for Employees Entitled to Notice Under the WARN Act. **If you are entitled to priornotice of your termination pursuant to the provisions of the WARN Act, theseverance benefit guideline is as follows: The severance benefit amount is the greater of (a) the amount forwhich you would be eligible under section B1 above (if you had not beenentitled to WARN Act notice) minus eight weeks’ base pay, or (b) one week’sbase pay.  For example, the benefitguideline for a person who has been employed for five years with a base salaryof $100,000 who is not terminated in connection with a Transaction would be twoweeks’ base pay.  The benefit guidelinefor a person who has been employed for three years with a base salary of$60,000 would be one week’s base pay.

3.     **Base Pay Amount. **For the purpose of the SeverancePayment Benefit, “base pay” means your base salary or regular hourly wage ratein effect immediately prior to your receipt of written notice of your layofftermination, or in the case of a termination within 18 months following aTransaction, the greater of (i) your base salary or regular wage rateimmediately prior to the Transaction, and (ii) your base salary or regular wagerate at the time of notice of termination. Base Pay will be calculated based on the average number of hours youwere scheduled to work each week during the last six (6) months of youremployment.  For example, the base pay ofan employee earning $15 per hour and working an average of 30 hours per weekwould be $450 per week. “Base Pay” does not include variable forms ofcompensation such as, but not limited to, overtime, shift differentials,bonuses, incentive compensation, commissions, expenses or expense allowances.

4.     **Payment of Benefits. **If you are eligible for severancepay benefits, the severance amount will be paid as follows:  If you are **not**terminated within 18 months following a Transaction, your severance benefitwill be paid in bi-weekly or semi-monthly installments based on the timeperiods set by the Employer.  If yourtermination occurs within 18 months following a Transaction, you will be paidin one lump sum within one week following return of your release and expirationof any applicable revocation period (if you are 40 or over, you will receivethe lump sum within two weeks following return of your signed release so longas you do not revoke the release).  TheSeverance Payment Benefit will be subject to legally required tax withholdingsand all other applicable payroll deductions. Such withholdings and deductions 

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may not include 401k Plancontributions or other elective benefit and benefit plan contributions asparticipation in such benefits and plans terminate upon termination ofemployment.

5.     **AdministratorDiscretion. **The PlanAdministrator may, as it deems appropriate and in its sole discretion,authorize severance benefits in an amount different from that set forth in theSeverance Benefit Guidelines.  Undercertain 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 benefits or modify the amount ofseverance benefits.  The foregoing shallnot apply in connection with, or following, a Transaction.

6.     **Miscellaneous. **Regardless of whether you meet theeligibility criteria of Section II and are eligible for benefits under thePlan, you will be subject to the following rights and obligations in connectionwith your Layoff Termination:

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

·                  Asof the effective date of your Layoff Termination, you will cease participationin all employee benefits and benefits Company makes available to its employees,in accordance with the terms and conditions of such benefits and benefit plans.

·                  Inaccordance with COBRA, you and/or your eligible dependents may elect temporarycontinuation 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 premiumsdue.  In connection with your layofftermination, you and your eligible dependents will be provided with COBRAelection forms and a notice that describes your rights to, and the terms andconditions of, temporary continuation coverage under COBRA.  These documents will be provided separately.

·                  Duringthe limited post-termination period and pursuant to the procedures specified inyour stock option agreement(s), you may purchase those stock options thatvested on or prior to the effective date of your Layoff Termination.

·                  Youwill receive information describing unemployment insurance benefits separately.

# **IV.           OTHERIMPORTANT INFORMATION**

**    A.        Plan Administration.**  As the Plan Administrator, the Company hasfull discretionary authority to administer and interpret the Plan, includingdiscretionary authority to determine eligibility for participation and forbenefits under the Plan, the amount of benefits (if any) payable perparticipant, and to interpret terms of the Plan, provided, however, that thePlan Administrator shall not have discretion to change the severance amount orpayment terms following a Transaction. The Plan Administrator may delegate any or all of its administrativeduties to Company personnel.  Any suchdelegation will carry with it the full discretionary authority of the PlanAdministrator to carry out the delegated duties.  Any determination by the Plan Administratoror its delegate will be final and conclusive upon all persons.  The Company, as the Plan Administrator, willindemnify and hold harmless any person to whom it delegates itsresponsibilities; provided, however, such person does not act with grossnegligence or willful 

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misconduct.  TheCompany hereby delegates the duties of the Plan Administrator to the Company’sChief Executive Officer or his designee.

**    B.        Benefits**.  All benefits will be paid from the generalassets of the Company.  The Company isnot required to and will not establish a trust to fund the Plan.  The benefits provided under this Plan are notassignable and may be conditioned upon your compliance with any confidentialityagreement you have entered into with the Company or upon your compliance withany Company policy or program.  Thepayment of benefits under this Plan does not increase the benefits due to youunder any other benefit plan or Company policy.

**    C.        Claims Procedure.**

**1.             Application for Benefits.**  If you believe you are incorrectly denied abenefit or are entitled to a greater benefit than the benefit you receive underthe Plan, you may submit a signed, written application to the PlanAdministrator within ninety (90) days the effective date of your LayoffTermination.

**2.             Denial of Application for Benefits**.  In the event that your application forbenefits 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 thedenial.  The written notice of denialwill be set forth in a manner designed to be understood by you, and willinclude specific reasons for the denial, specific references to the Planprovision upon which the denial is based, a description of any information ormaterial that the Plan Administrator needs to complete the review and anexplanation of the Plan’s review procedure. This written notice will be given to you within ninety (90) days afterthe Plan Administrator receives the application, unless special circumstancesrequire an extension of time, in which case, the Plan Administrator has up toan additional ninety (90) days for processing the application.  If an extension of time for processing isrequired, written notice of the extension will be furnished to you before theend of the initial ninety (90) day period. This notice of extension will describe the special circumstancesnecessitating the additional time and the date by which the Plan Administratoris to render its decision on the application. If written notice of denial of the application for benefits is notfurnished within the specified time, the application shall be deemed to bedenied.  You will then be permitted toappeal the denial in accordance with the review procedure described below.

**3.             Request for Review.**  If your application for benefits is denied(or deemed denied), in whole or in part, you (or your authorizedrepresentative) may appeal the denial by submitting a request for a review tothe Plan Administrator within sixty (60) days after the application is denied(or deemed denied).  The PlanAdministrator will give you (or your representative) an opportunity to reviewpertinent documents in preparing a request for a review.  A request for a review shall be inwriting.  A request for review must setforth all of the grounds on which it is based, all facts in support of therequest and any other matters that you feel are pertinent.  The Plan Administrator may require you tosubmit additional facts, documents or other material as it may find necessaryor appropriate in making its review.

**4.             Decision on Review**.  The Plan Administrator will act on eachrequest for review within sixty (60) days after receipt of the request, unlessspecial circumstances require an extension of time (not to exceed an additional60 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 initialsixty (60) day period.  The PlanAdministrator will give prompt, written notice of its decision to you.  In the event that the Plan Administratorconfirms the denial of the application for benefits in whole or in part, thenotice will outline, in a manner calculated to be understood by you, thespecific reasons for the decision and the Plan provisions upon which the 

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decision is based. If written notice of the Plan Administrator’s decision is not given toyou within the time prescribed in this subsection (4), the application will bedeemed denied on review.

**5.             Exhaustion of Remedies.**  No legal action for benefits under the Planmay be brought until: (i) you have submitted a written application for benefitsin accordance with the procedures described by Section IV.C.1., above;  (ii) you have been notified by the PlanAdministrator that the application is denied (or the application is deemeddenied due to the Plan Administrator’s failure to act on it within theestablished time period);  (iii) you havefiled a written request for a review of the application in accordance with theappeal procedure described in Section IV.C.3., above;  and (iv) you have been notified in writingthat the Plan Administrator has denied the appeal (or the appeal is deemed tobe denied due to the Plan Administrator’s failure to take any action on theclaim within the time prescribed by Section IV.C.4., above).

**    D.        Plan Terms.**  This Plan supersedes any and all priorseparation, severance and salary continuation arrangements, programs and planswhich were previously offered by the Company to eligible employees of thisPlan, except such terms as are set forth in a written agreement signed by anauthorized officer of the Company or any subsidiary of the Company.  This policy supplements any writtenagreements to provide all terms that are not expressly set forth in the writtenagreement.

**    E.         Plan Amendment or Termination.**  The Company reserves the right to change,suspend or discontinue all or any part of this Plan at any time and shall do soin writing signed by the Chief Executive Officer of the Company, provided,however, that the Plan may not be amended, modified or terminated within eighteenmonths following the consummation of a Transaction with respect to eligibleemployees under the Plan as of the closing of the Transaction.  Other than during the eighteen (18) monthperiod following a Transaction with respect to eligible employees as of theclosing of a Transaction, provisions of the Plan are intended to serve as mereguidelines for the payment of benefits under certain prescribed circumstancesand are not intended to provide any employee with a vested right to benefits.  Accordingly, any termination or amendment ofthe Plan may be made effective immediately with respect to any benefits not yetpaid, whether or not prior notice of such amendment or termination has beengiven to affected employees.  This Planterminates by its own terms when all benefits hereunder have been paid.

**    F.         Taxes and Other Payroll Deductions.**  Company will withhold taxes and all otherapplicable payroll deductions from any Severance Payment Benefit made underthis Plan.  The Company may also offsetfrom any Severance Payment Benefit any amounts owed to the Company.

**    G.        No Right to Employment.**  No provision of this Plan is intended toprovide you or any other employee with any right to continue employment withCompany or otherwise affect the right of the Company, which right is herebyexpressly reserved, to terminate the employment of any individual at any timefor any reason, without cause.

# **V.            STATEMENTOF ERISA RIGHTS**

As a participant in theUnited Online, Inc. Severance Benefit Plan (the “Plan”), you are entitled tocertain rights and protections under the Employment Retirement Income SecurityAct of 1974, as amended (“ERISA”).  ERISAprovides 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.

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2.               Obtaincopies of all Plan documents and other Plan information upon written request tothe Plan Administrator.  The Plan Administratormay make a reasonable charge for the copies.

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

No one, including youremployer or any other person, may terminate your employment or otherwisediscriminate against you in any way to prevent you from obtaining a benefit towhich you are entitled under the Plan or from exercising your rights underERISA.

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

If you have any questionsabout the Plan, this statement or your rights under ERISA, you should contactthe Plan Administrator or the nearest Area Office of the Pension and WelfareBenefits Administration, U.S. Department of Labor, listed in your localtelephone directory or contact the Division of Technical Assistance andInquiries, Pension and Welfare Benefits Administration, U.S. Department ofLabor, 200 Constitution Avenue N.W., Washington, D.C. 20210.

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**ADDITIONALPLAN 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 Year:                           | January 1, 2007 through 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. |

 

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