Exhibit 10.1

 

UNITED ONLINE, INC.

2012 MANAGEMENT BONUS PLAN

 

I.                                             PURPOSES OF THE PLAN

 

1.01                        The United Online, Inc. (the “Company”) 2012 Management Bonus Plan (the “Plan”) is hereby established under the Incentive Bonus Program of the Company’s stockholder-approved 2010 Incentive Compensation Plan (the “2010 ICP”) and is intended to promote the interests of the Company by creating an incentive program to (i) attract and retain employees who will strive for excellence and (ii) motivate those individuals to achieve above-average objectives by providing them with rewards for contributions to the financial performance of one or more business segments of the Company.

 

1.02                        For purposes of the Plan, the financial performance for the 2012 fiscal year of one or more business segments or business units of the Company shall be measured to determine the bonus amounts (if any) payable for such fiscal year to the participants in the Plan.  The applicable business segments (the “Business Segments”) shall be as follows:

 

(i)                                     FTD Segment

 

(ii)                                  Content & Media Segment

 

(iii)                               Communications Segment

 

The applicable business unit shall be comprised of Memory Lane, Inc., a wholly-owned subsidiary of the Company, and the subsidiaries of Memory Lane, Inc.  Such consolidated business unit shall be hereinafter referred to as the Memory Lane Business Unit.

 

The bonus potential under the Plan for participants may be allocated in part to (a) the combined performance of all three Business Segments (also referred to as “Combined Business Segments”) and in part to (b) the separate performance of one or more single Business Segments and/or the separate performance of the Memory Lane Business Unit.

 

II.                                               ADMINISTRATION OF THE PLAN

 

2.01                        The Plan is hereby adopted by the Compensation Committee of the Company’s Board of Directors (the “Committee”) as a special cash bonus program under the Incentive Bonus Program of the 2010 ICP and shall be administered by the Committee pursuant to the administrative authority provided the Committee under the 2010 ICP and the Incentive Bonus Program thereunder.

 











 

2.02                        The bonuses that may be earned under the Plan shall be tied to the financial performance of the Combined Business Segments and, if applicable, the designated Business Segment or the Memory Lane Business Unit for the Company’s 2012 fiscal year ending December 31, 2012 (the “2012 Fiscal Year”).  The Committee shall establish the applicable performance goals for each such Business Segment, the Combined Business Segments and the Memory Lane Business Unit in writing not later than ninety (90) days after the commencement of the 2012 Fiscal Year, provided that the outcome of the applicable goals must be substantially uncertain at the time of their establishment (the “Performance Goals Schedule”).  The Performance Goals Schedule shall be attached to the minutes of the meeting or the consent resolutions at or by which such performance goals were established.

 

2.03                        The interpretation and construction of the Plan and the adoption of rules and regulations for administering the Plan shall be made by the Committee in its sole discretion.  Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan.

 

III.                                                 DETERMINATION OF PARTICIPANTS

 

3.01                        The following individuals (each, a “Participant”) will participate in the Plan on the following basis:

 

(i)                                     The bonus potential for Mark R. Goldston, Neil P. Edwards, Charles B. Ammann, and Paul E. Jordan shall be allocated one hundred percent (100%) to the financial results of the Combined Business Segments.

 

(ii)                                  The bonus potential for Robert S. Apatoff shall be allocated eighty percent (80%) to the separate financial results for the FTD Segment and the remaining twenty percent (20%) to the financial results of the Combined Business Segments.

 

(iii)                               The bonus potential for Harold A. Zeitz shall be allocated eighty percent (80%) to the separate financial results of the Memory Lane Business Unit and the remaining twenty percent (20%) to the financial results of the Combined Business Segments.

 

(iv)                              The bonus potential for Robert J. Taragan shall be allocated eighty percent (80%) to the separate financial results of the Communications Segment and the remaining twenty percent (20%) to the financial results of the Combined Business Segments.

 

3.02                        A Participant shall be eligible to receive a bonus under the Plan only if he continues in the employ of the Company or any of its subsidiaries through the last business day of the 2012 fiscal year (the “Bonus Qualification Date”).  If a Participant does not continue in the employ of the Company or one of its subsidiaries through the Bonus Qualification Date, then such individual will not be eligible to receive a bonus under the Plan; provided, however, that the following special partial payment provisions shall be in effect:

 

2











 

(i)                                     Should the Participant’s employment terminate prior to the Bonus Qualification Date as a result of death or permanent disability (as defined below), then that individual or his estate shall be entitled to a pro-rated portion of the bonus such individual would have earned, based on the Company’s actual performance for the 2012 Fiscal Year in the Combined Business Segments and, if applicable, the designated Business Segment or the Memory Lane Business Unit, had he continued in the Company’s employ through the Bonus Qualification Date.

 

(ii)                                  A Participant who is on a leave of absence or whose employment terminates after the start of the 2012 Fiscal Year but recommences prior to the Bonus Qualification Date may remain eligible at the discretion of the Committee, and the Committee may provide that individual with a pro-rated portion (based on period or periods of active employment during such year) of the bonus such individual would have earned, based on the Company’s actual performance for the 2012 Fiscal Year in the Combined Business Segments and, if applicable, the designated Business Segment or the Memory Lane Business Unit, had he remained continuously in the Company’s employ through the Bonus Qualification Date.

 

3.03                        For purposes of the Plan:

 

A.                                    A Participant shall be considered an employee for so long as such individual remains employed by the Company or one or more subsidiary corporations.

 

B.                                    Each corporation (other than the Company) in an unbroken chain of corporations beginning with the Company shall be considered to be a subsidiary of the Company, provided each such corporation (other than the last corporation in the unbroken chain) owns, at the time of determination, stock possessing more than fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

 

C.                                    Unless defined otherwise in any employment or severance agreement entitling the Participant to a full or pro-rated bonus upon a disability termination, permanent disability shall mean the Participant’s inability to engage in any substantial activity necessary to perform the duties and responsibilities of his position with the Company (or any subsidiary thereof) by reason of any medically-determinable physical or mental impairment which can be expected to result in such individual’s death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

 

D.                                    In no event shall there be any duplication of bonus payments under this Plan and any employment agreement or severance agreement between the Company (or any subsidiary thereof) and a Participant that provides such individual with a stated bonus or bonus formula for a particular year or includes an annual bonus payment as part of a severance pay formula thereunder.  Accordingly, in order to avoid any such potential duplication, such Participant shall only be entitled to receive the annual bonus amount to which he may otherwise be entitled under his employment or severance agreement based on the terms and conditions set forth therein and shall not be entitled to any bonus payment under the Plan.  However, the accelerated vesting of any outstanding equity awards held by the Participant under any of the Company’s stock plans, including any outstanding stock options, restricted stock or restricted stock unit awards, or the 

 

3











 

extension of any exercise periods for such stock options, shall not be deemed to constitute a bonus payment for purposes of this Section 3.03D.

 

IV.                                           BONUS AWARDS

 

4.01                        The following provisions shall govern the calculation and payment of the individual bonus awards that become payable under the Plan.

 

(a)                                 The individual bonus award payable under the Plan to each Participant for the 2012 Fiscal Year shall be payable in cash on the Bonus Payment Date (as defined in Section 5.01), with the cash bonus amount to be determined on the basis of the performance of the Combined Business Segments and, if applicable, the designated Business Segment or the Memory Lane Business Unit to which the bonus potential for that Participant has been allocated in accordance with Section 3.01.

 

(b)                                 For Participants whose bonus potential has been allocated in whole or in part to the performance of the Combined Business Segments, such performance shall be measured in terms of (i) the combined revenue for the three Business Segments and (ii) the operating income before depreciation, amortization and certain other expenses and subject to certain adjustments, all as specified in Section 4.02 (“Adjusted OIBDA”), for those three Business Segments; provided, however, that the calculation of Adjusted OIBDA for the Combined Business Segments shall also take into account any unallocated corporate expenses that were not included in the calculation of Adjusted OIBDA for the separate Business Segments.  Accordingly, fifty percent (50%) of the portion of the bonus potential for these Participants allocated to the performance of the Combined Business Segments shall be based upon the achievement of the combined revenue targets (“Combined Revenue Targets”) specified for the Combined Business Segments in the Performance Goals Schedule, and the remaining fifty percent (50%) of the bonus potential for these Participants allocated to the performance of the Combined Business Segments shall be based upon the achievement of the combined Adjusted OIBDA targets (“Combined Adjusted OIBDA Targets”) specified for the Combined Business Segments in the Performance Goals Schedule.

 

(c)                                  For each Participant whose bonus potential is allocated in part to the performance of a single Business Segment, performance shall be measured in terms of the revenue and Adjusted OIBDA of that particular Business Segment. Accordingly, fifty percent (50%) of the portion of the bonus potential allocated to that Business Segment shall be based upon the achievement of the revenue targets (“Segment Revenue Targets”) specified for that Business Segment in the Performance Goals Schedule, and the remaining fifty percent (50%) of his bonus potential allocated to that Business Segment shall be based upon the achievement of the Adjusted OIBDA targets (“Segment Adjusted OIBDA Targets”) specified for that Business Segment in the Performance Goals Schedule.

 

(d)                                 For each Participant whose bonus potential is allocated in part to the performance of the Memory Lane Business Unit, performance shall be measured in terms of the revenue and Adjusted OIBDA of the Memory Lane Business Unit.  Accordingly, fifty (50%) of the portion of the bonus potential allocated to the Memory Lane Business Unit shall be based upon the achievement of the revenue targets (“Memory Lane Business Unit Revenue Targets”) specified for the Memory Lane Business Unit in the Performance Goals Schedule, and the remaining fifty percent (50%) of his bonus potential allocated to the Memory Lane Business Unit shall be based 

 

4











 

upon the achievement of the Adjusted OIBDA targets (“Memory Lane Business Unit Adjusted OIBDA Targets”) specified for the Memory Lane Business Unit in the Performance Goals Schedule.

 

4.02                        The following provisions shall govern the calculation of the levels at which the Revenue Targets and Adjusted OIBDA Targets (whether measured on a Combined, Segment or Memory Lane Business Unit basis) are attained for the 2012 Fiscal Year and the determination of the bonus amounts based on those calculations:

 

(a)                                 The actual level at which Combined, Segment or Memory Lane Business Unit revenues have been attained for the 2012 Fiscal Year will be determined on the basis of the revenues reported in the Company’s audited financial statements for such fiscal year and will be calculated, for purposes of the Plan, in a manner consistent with the methodology utilized by the Committee in establishing the Combined, Segment and Memory Lane Business Unit Revenue Targets.  For the sake of clarity, it is hereby acknowledged that under the Company’s current financial reporting methodology, (i) the Memory Lane Business Unit’s revenues will be included within the total segment revenues reported for the Content & Media Business Segment in the audited financial statements, but the revenues for such business unit will not otherwise be separately reported in such audited financial statements and (ii) the methodology utilized by the Committee in establishing the various Segment and Memory Lane Business Unit Revenue Targets under the Plan results in the elimination of intersegment revenues at the Business Segment or business unit level, which is an adjustment that will not be reflected at the Business Segment or business unit level in the audited financial statements.

 

(b)                                 In determining the actual level at which Combined,  Segment or Memory Lane Business Unit Adjusted OIBDA has been attained, Adjusted OIBDA will be determined consistent with the Company’s methodology for calculating Adjusted OIBDA for financial reporting purposes.  For financial reporting purposes, Adjusted OIBDA is defined as operating income before depreciation; amortization; stock-based compensation; restructuring and other exit costs; litigation or dispute settlement charges or gains; transaction-related costs; and impairment of goodwill, intangible assets and long-lived assets.  In addition, to the extent the following are not otherwise taken into account in calculating Adjusted OIBDA for financial reporting purposes, Adjusted OIBDA shall be calculated before, and expenses for the purpose of calculating Adjusted OIBDA shall exclude: (1) any expenses associated with the relocation of the Company’s or any of its subsidiaries’ offices; (2) any bonus amounts which accrue under this Plan; (3) any adjustments to Adjusted OIBDA attributable to a change in accounting principles that occur after the start of the 2012 Fiscal Year; (4) all items of gain, loss or expense determined to be extraordinary or non-recurring (including, without limitation, legal fees and costs related to (A) the Company’s historical post-transaction marketing/sales practices, such as those resulting from governmental investigations, claims or litigation related thereto, or (B) any class action litigation involving the Company or any of its subsidiaries); and (5) all items of gain, loss or expense related to the sale or divestiture of a business; provided, however, that (i) in determining the actual level at which Segment or Memory Lane Business Unit Adjusted OIBDA has been attained, the associated amount under clause (1) or clause (4) shall be excluded from the calculation of Adjusted OIBDA only to the extent the actual aggregate amount under clause (1) or clause (4) for such Business Segment or Business Unit exceeds the aggregate budgeted amount therefor that was included in the respective Segment and/or Memory Lane Business Unit Adjusted OIBDA Targets set forth in the Performance Goals Schedule and (ii) in determining the actual level at which Combined Adjusted 

 

5











 

OIBDA has been attained, the associated amount under clause (1) or clause (4) shall be excluded from the calculation of Adjusted OIBDA only to the extent the actual aggregate amount under clause (1) or clause (4) for the Combined Business Segments exceeds the aggregate budgeted amount therefor that was included in the Combined Adjusted OIBDA Targets set forth in the Performance Schedule.

 

(c)                                  In the event the actual foreign currency exchange rate (determined as set forth below) for the GBP:U.S. Dollar for the 2012 Fiscal Year is lower than 1:1.55 (the “GBP Floor”), the final revenue and/or Adjusted OIBDA calculations for the FTD Business Segment and the Combined Business Segments will be adjusted using the GBP Floor.  In the event the actual foreign currency exchange rate (determined as set forth below) for the Euro:U.S. Dollar for the 2012 Fiscal Year is lower than 1:1.25 (the “Euro Floor”), the final revenue and Adjusted OIBDA calculations for the Content & Media Business Segment, the Memory Lane Business Unit and the Combined Business Segments will be adjusted using the Euro Floor.  For the purpose of clarity, the GBP Floor and/or the Euro Floor will not be used to adjust the final revenues and Adjusted OIBDA calculations in the event the actual foreign currency exchange rates for the GBP:U.S. Dollar and/or the Euro:U.S. Dollar for such financial measures for the 2012 Fiscal Year are higher than the GBP Floor or the Euro Floor, respectively.  For the purposes of this paragraph, an “actual foreign currency exchange rate” will be determined for each of year-end revenues and Adjusted OIBDA and calculated by (i) translating into U.S. Dollars the year-end revenues and Adjusted OIBDA amounts for the applicable non-U.S. subsidiaries in a manner consistent with the Company’s historical methodology for financial reporting purposes and (ii) dividing each such U.S. Dollars amount by its pre-translation (GBP or Euro) year-end revenues or Adjusted OIBDA amount, as applicable.

 

(d)                                 In the event the Company acquires other companies or businesses during the 2012 Fiscal Year, the financial performance of those acquired entities shall not be taken into account in determining whether the Combined, Segment or Memory Lane Business Unit Revenue Targets and Combined, Segment or Memory Lane Business Unit Adjusted OIBDA Targets for the 2012 Fiscal Year have been achieved.

 

(e)                                  Should the Company sell or divest a business during the 2012 Fiscal Year and the financial performance of such business was taken into account in establishing the Revenue Targets and Adjusted OIBDA Targets set forth in the Performance Goals Schedule, then for the purpose of determining whether the Combined, Segment and/or Memory Lane Business Unit Revenue Targets and Combined, Segment and/or Memory Lane Business Unit Adjusted OIBDA Targets for the 2012 Fiscal Year have been attained, the revenue and Adjusted OIBDA calculations for the applicable Business Segment(s) and/or Memory Lane Business Unit shall be made (1) by taking into account the actual revenue and Adjusted OIBDA performance of the divested business during the portion of the 2012 Fiscal Year preceding the closing of such sale or divestiture and (2) for the post-closing portion of the 2012 Fiscal Year, by assuming that the sold or divested business attained the level of revenue and Adjusted OIBDA performance that was projected for that period by the Committee for purposes of establishing the following bonus payout levels for the Revenue Targets and Adjusted OIBDA Targets for the applicable Business Segment(s) and/or Memory Lane Business Unit of which that particular business comprised the whole or a part: (A) for the Combined Business Segments,100% bonus payout level for revenue and 50% bonus payout level for Adjusted OIBDA; (B) for the FTD Segment, 100% bonus payout level for both Revenue and Adjusted OIBDA; (C) for the Communications Segment, 65% bonus 

 

6











 

payout level for both Revenue and Adjusted OIBDA; and (D) for the Memory Lane Business Unit, 65% bonus payout level for both Revenue and Adjusted OIBDA.

 

4.03                        The Committee shall, within sixty (60) days following the close of the 2012 Fiscal Year, determine and certify on the basis of the Company’s audited financial statements for such fiscal year, the actual level of attainment for revenue and Adjusted OIBDA (measured on a Combined, Segment and Memory Lane Business Unit basis) for the 2012 Fiscal Year. Such certification shall be included as part of the formal minutes of the meeting at which such determinations are made.  On the basis of such certification, the Committee shall determine the actual bonus award for each Participant.  However, the Committee, in making such determination, shall not award a bonus in excess of the dollar amount determined for the Participant on the basis of the bonus potential established for the particular levels at which revenue and Adjusted OIBDA (Combined, Segment or Memory Lane Business Unit, as applicable to each Participant) for the 2012 Fiscal Year are in fact attained.  In the event that revenue or Adjusted OIBDA (whether on a Combined, Segment or Memory Lane Business Unit basis) falls between two specified levels set forth in the schedule approved by the Committee, the resulting bonus amount shall be interpolated on a straight-line basis between those two points.  In no event shall the bonus awarded to any Participant exceed the maximum dollar limitation of Section 4.05.

 

4.04                        No Participant shall earn or accrue any right to any portion of a bonus award hereunder until the Bonus Qualification Date.

 

4.05                        In no event shall the actual bonus amount payable to any Participant for the 2012 Fiscal Year exceed the dollar amount of Three Million Five Hundred Thousand dollars ($3,500,000).

 

V.                                                PAYMENT OF BONUS AWARDS

 

5.01                        The actual bonus to which each Participant becomes entitled based on the certified level at which the Revenue and Adjusted OIBDA Targets (whether measured on a Combined, Segment or Memory Lane Business Unit basis) are actually attained for the 2012 Fiscal Year shall be paid in cash, subject to the Company’s collection of all applicable federal, state and local income, employment and payroll withholding taxes.  Schedule I attached hereto sets forth the bonus amounts payable to each Participant based on the level at which such Revenue and Adjusted OIBDA Targets are attained.   The bonus payments shall be made in the 2013 calendar year but not later than March 8, 2013, with the actual payment date to constitute the Bonus Payment Date.

 

VI.                                           GENERAL PROVISIONS

 

6.01                        The Committee may at any time amend, suspend or terminate the Plan, provided such action is effected by written resolution and is subject to stockholder approval to the extent required under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  Moreover, the Committee reserves the right to amend this Plan as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code.

 

6.02                        No amounts awarded or accrued under this Plan shall actually be funded, set aside or otherwise segregated prior to payment.  The obligation to pay the bonuses awarded 

 

7











 

hereunder shall at all times be an unfunded and unsecured obligation of the Company.  Plan participants shall have the status of general creditors and shall look solely to the general assets of the Company for the payment of their bonus awards.

 

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

 

6.04                        Neither the action of the Company in establishing the Plan, nor any action taken under the Plan by the Committee, nor any provision of the Plan, shall be construed so as to grant any person the right to remain in the employ of the Company or its subsidiaries for any period of specific duration.  Rather, each employee will be employed “at-will,” which means that either such employee or the Company may terminate the employment relationship at any time for any reason, with or without cause, subject in each case to any applicable benefits that may become payable under any employment agreement between such person and the Company or any of its subsidiaries.

 

6.05                        The Plan shall be administered, operated and construed in compliance with the requirements of the short-term deferral exception to Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4).  Accordingly, to the extent there is any ambiguity as to whether one or more provisions of the Plan would otherwise contravene the requirements or limitations of Section 409A of the Code applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Section 409A of the Code and the Treasury Regulations thereunder that apply to such exception.

 

6.06                        This is the full and complete agreement between the Participants and the Company with respect to their incentive bonus compensation for the 2012 Fiscal Year and the related service period through the Bonus Qualification Date. This Plan does not supersede, but is supplemental to, any provisions of any employment agreement to which any of the Participants in this Plan may be a party.

 

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SCHEDULE I

 

	
Payout
   Level
    for
   Revenue
    	
 
    	
GOLDSTON
    PAYOUTS
    	
 
    	
AMMANN/
    EDWARDS/
    JORDAN
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
Combined
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
20.00
    	
%
    	
10.00
    	
%
    
	
3
    	
 
    	
40.00
    	
%
    	
20.00
    	
%
    
	
4
    	
 
    	
50.00
    	
%
    	
25.00
    	
%
    
	
5
    	
 
    	
60.00
    	
%
    	
30.00
    	
%
    
	
6
    	
 
    	
80.00
    	
%
    	
40.00
    	
%
    
	
7
    	
 
    	
100.00
    	
%
    	
50.00
    	
%
    
	
8
    	
 
    	
105.00
    	
%
    	
52.50
    	
%
    
	
9
    	
 
    	
110.00
    	
%
    	
55.00
    	
%
    
	
10
    	
 
    	
120.00
    	
%
    	
60.00
    	
%
    
	
11
    	
 
    	
125.00
    	
%
    	
62.50
    	
%
    
	
12
    	
 
    	
135.00
    	
%
    	
67.50
    	
%
    


 

	
Payout
   Level
    for
   Revenue
    	
 
    	
APATOFF
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
FTD
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
20.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
24.00
    	
%
    	
2.00
    	
%
    
	
3
    	
 
    	
28.00
    	
%
    	
4.00
    	
%
    
	
4
    	
 
    	
32.00
    	
%
    	
5.00
    	
%
    
	
5
    	
 
    	
36.00
    	
%
    	
6.00
    	
%
    
	
6
    	
 
    	
40.00
    	
%
    	
8.00
    	
%
    
	
7
    	
 
    	
44.00
    	
%
    	
10.00
    	
%
    
	
8
    	
 
    	
48.00
    	
%
    	
10.50
    	
%
    
	
9
    	
 
    	
52.00
    	
%
    	
11.00
    	
%
    
	
10
    	
 
    	
56.00
    	
%
    	
12.00
    	
%
    
	
11
    	
 
    	
60.00
    	
%
    	
12.50
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
13.50
    	
%
    


 

	
Payout
   Level
    for
   Adjusted
    OIBDA
    	
 
    	
GOLDSTON
    PAYOUTS
    	
 
    	
AMMANN/
    EDWARDS/
    JORDAN
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
Combined
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
10.00
    	
%
    	
5.00
    	
%
    
	
3
    	
 
    	
20.00
    	
%
    	
10.00
    	
%
    
	
4
    	
 
    	
25.00
    	
%
    	
12.50
    	
%
    
	
5
    	
 
    	
30.00
    	
%
    	
15.00
    	
%
    
	
6
    	
 
    	
40.00
    	
%
    	
20.00
    	
%
    
	
7
    	
 
    	
50.00
    	
%
    	
25.00
    	
%
    
	
8
    	
 
    	
60.00
    	
%
    	
30.00
    	
%
    
	
9
    	
 
    	
70.00
    	
%
    	
35.00
    	
%
    
	
10
    	
 
    	
80.00
    	
%
    	
40.00
    	
%
    
	
11
    	
 
    	
90.00
    	
%
    	
45.00
    	
%
    
	
12
    	
 
    	
100.00
    	
%
    	
50.00
    	
%
    


 

	
Payout
   Level
    for
   Adjusted
    OIBDA
    	
 
    	
APATOFF
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
FTD
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
20.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
24.00
    	
%
    	
1.00
    	
%
    
	
3
    	
 
    	
28.00
    	
%
    	
2.00
    	
%
    
	
4
    	
 
    	
32.00
    	
%
    	
2.50
    	
%
    
	
5
    	
 
    	
36.00
    	
%
    	
3.00
    	
%
    
	
6
    	
 
    	
40.00
    	
%
    	
4.00
    	
%
    
	
7
    	
 
    	
44.00
    	
%
    	
5.00
    	
%
    
	
8
    	
 
    	
48.00
    	
%
    	
6.00
    	
%
    
	
9
    	
 
    	
52.00
    	
%
    	
7.00
    	
%
    
	
10
    	
 
    	
56.00
    	
%
    	
8.00
    	
%
    
	
11
    	
 
    	
60.00
    	
%
    	
9.00
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
10.00
    	
%
    


 

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Payout
   Level
    For
    	
 
    	
ZEITZ
    PAYOUTS
    	
 
    
	
Revenue
   Targets
    	
 
    	
Memory Lane
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
5.20
    	
%
    	
2.00
    	
%
    
	
3
    	
 
    	
10.40
    	
%
    	
4.00
    	
%
    
	
4
    	
 
    	
15.60
    	
%
    	
5.00
    	
%
    
	
5
    	
 
    	
20.80
    	
%
    	
6.00
    	
%
    
	
6
    	
 
    	
26.00
    	
%
    	
8.00
    	
%
    
	
7
    	
 
    	
28.80
    	
%
    	
10.00
    	
%
    
	
8
    	
 
    	
31.60
    	
%
    	
10.50
    	
%
    
	
9
    	
 
    	
34.40
    	
%
    	
11.00
    	
%
    
	
10
    	
 
    	
37.20
    	
%
    	
12.00
    	
%
    
	
11
    	
 
    	
40.00
    	
%
    	
12.50
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
13.50
    	
%
    


 

	
Payout
   Level
    For
   Revenue
    	
 
    	
TARAGAN
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
Communications
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
5.20
    	
%
    	
2.00
    	
%
    
	
3
    	
 
    	
10.40
    	
%
    	
4.00
    	
%
    
	
4
    	
 
    	
15.60
    	
%
    	
5.00
    	
%
    
	
5
    	
 
    	
20.80
    	
%
    	
6.00
    	
%
    
	
6
    	
 
    	
26.00
    	
%
    	
8.00
    	
%
    
	
7
    	
 
    	
29.60
    	
%
    	
10.00
    	
%
    
	
8
    	
 
    	
33.20
    	
%
    	
10.50
    	
%
    
	
9
    	
 
    	
36.40
    	
%
    	
11.00
    	
%
    
	
10
    	
 
    	
40.00
    	
%
    	
12.00
    	
%
    
	
11
    	
 
    	
 
    	
 
    	
12.50
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
13.50
    	
%
    


 

 

	
Payout
   Level
    for
   Adjusted
    OIBDA
    	
 
    	
ZEITZ
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
Memory Lane
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
5.20
    	
%
    	
1.00
    	
%
    
	
3
    	
 
    	
10.40
    	
%
    	
2.00
    	
%
    
	
4
    	
 
    	
15.60
    	
%
    	
2.50
    	
%
    
	
5
    	
 
    	
20.80
    	
%
    	
3.00
    	
%
    
	
6
    	
 
    	
26.00
    	
%
    	
4.00
    	
%
    
	
7
    	
 
    	
28.80
    	
%
    	
5.00
    	
%
    
	
8
    	
 
    	
31.60
    	
%
    	
6.00
    	
%
    
	
9
    	
 
    	
34.40
    	
%
    	
7.00
    	
%
    
	
10
    	
 
    	
37.20
    	
%
    	
8.00
    	
%
    
	
11
    	
 
    	
40.00
    	
%
    	
9.00
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
10.00
    	
%
    


 

	
Payout
   Level
    for
   Adjusted
    OIBDA
    	
 
    	
TARAGAN
    PAYOUTS
    	
 
    
	
Targets
    	
 
    	
Communications
    	
 
    	
Combined
    	
 
    
	
 
    	
 
    	
(% of Salary)
    	
 
    
	
1
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
2
    	
 
    	
5.20
    	
%
    	
1.00
    	
%
    
	
3
    	
 
    	
10.40
    	
%
    	
2.00
    	
%
    
	
4
    	
 
    	
15.60
    	
%
    	
2.50
    	
%
    
	
5
    	
 
    	
20.80
    	
%
    	
3.00
    	
%
    
	
6
    	
 
    	
26.00
    	
%
    	
4.00
    	
%
    
	
7
    	
 
    	
29.60
    	
%
    	
5.00
    	
%
    
	
8
    	
 
    	
33.20
    	
%
    	
6.00
    	
%
    
	
9
    	
 
    	
36.40
    	
%
    	
7.00
    	
%
    
	
10
    	
 
    	
40.00
    	
%
    	
8.00
    	
%
    
	
11
    	
 
    	
 
    	
 
    	
9.00
    	
%
    
	
12
    	
 
    	
 
    	
 
    	
10.00
    	
%
    


 


	
2012 SALARIES:
    	
 
    	
 
    	
 
    
	
Goldston, Mark R.
    	
 
    	
$
    	
997,750.26
    	
 
    
	
Ammann, Charles B.
    	
 
    	
$
    	
367,500.12
    	
 
    
	
Edwards, Neil P.
    	
 
    	
$
    	
400,000.12
    	
 
    
	
Jordan, Paul E.
    	
 
    	
$
    	
336,000.34
    	
 
    
	
Apatoff, Robert S.
    	
 
    	
$
    	
630,000.02
    	
 
    
	
Zeitz, Harold A.
    	
 
    	
$
    	
400,000.12
    	
 
    
	
Taragan, Robert J.
    	
 
    	
$
    	
420,000.36