Exhibit 10.14


 


June 27,
2005


 


Matt Wisk


3506 Waverly


Palo
Alto, California 34306


 


Dear
Matt,


 


This letter sets forth the
terms and conditions of your employment with United Online, Inc. (the “Company”).


 


1.             Position.  You will serve in a
full-time capacity as Executive Vice President, Chief Marketing Officer of the
Company.  Your employment with the
Company will commence on a date (the “Commencement Date”) to be determined by
you, which Commencement Date will be no later than August 5, 2005.  You will report to the Chief Executive
Officer of the Company.


 


2.             Salary and Benefits.  You will be paid a salary at the annual rate
of $350,000, payable in bi-weekly installments in accordance with the Company’s
standard payroll practices, subject to any increases as determined by the Board
of Directors of the Company (the “Board of Directors”) from time to time.  You will be eligible to participate in the
Company’s employee benefits plans, including its 401(k) plan.  In addition, you will be entitled to
participate in the Company’s Exec-U-Care Medical Reimbursement Insurance Plan
so long as such plan is made generally available to the Company’s senior
executives.  You will be entitled to 4
weeks of paid vacation each year, pursuant to the Company’s standard vacation
policy.


 


3.             Bonus.


 


a.             Signing Bonus. 
Within seven (7) days following the Commencement Date, you will receive
a signing bonus (the “Signing Bonus”) in an amount equal to the sum of (i) the
amount of the signing bonus you forfeited upon termination of your employment
with TiVo (up to a maximum of $100,000 and subject to the Company’s receipt of
verification thereof), and (ii) the value of the 75,000 unvested stock
options you forfeited upon termination of your employment with TiVo (assumed to
be valued at $201,750); provided, however, that the Signing Bonus will in no
event equal less than $150,000.  In the
event your employment with the Company is terminated prior to the one (1)-year
anniversary of the Commencement Date (i) by the Company “for cause” (as defined
below) or (ii) by you other than as a result of death, “Disability” or for “good
reason” (each term as defined below), you will pay the Company the full amount
of the Signing Bonus within fourteen (14) days following the date of
termination.


 


b.             Annual Bonus.  For
fiscal year 2005, you will receive a bonus equal to $150,000, payable no later
than March 31, 2006, concurrently with the Company’s payment of fiscal
year 2005 bonuses to its other executive officers, provided that you continue
to be employed by the Company when such bonuses are paid.  For fiscal year 2006, you will be eligible to
participate in a bonus program with eligibility for up to 100% of your annual
base salary.  The criteria for a bonus in
fiscal year 2006 and the amount of such bonus will be determined by the Board
of Directors or a committee thereof.


 





















 


4.             Stock Options; Restricted Stock Units.


 


a.             Stock Options.  On or
about the Commencement Date, you will be granted an option to purchase 150,000
shares of the Company’s common stock (the “Option”) with an exercise price
equal to the fair market value of the common stock on the date of grant.  The Option will be subject to the standard
terms and conditions of the applicable stock plan and the stock option agreement
between you and the Company (copies of which have been provided to you) and the
following four (4)-year vesting schedule based on your continued
employment with the Company: 25% of the Option will vest on the one (1)-year
anniversary of the Commencement Date and, thereafter, the remaining 75% will
vest in equal monthly installments such that 100% will have vested by the four
(4)-year anniversary of the Commencement Date.


 


b.             Restricted Stock Units.  On or
about the Commencement Date, you will be awarded restricted stock units
covering 100,000 shares of the Company’s common stock (the “Restricted Stock
Units”).  The Restricted Stock Units will
be subject to the standard terms and conditions set forth in the applicable
stock plan and the restricted stock unit agreement between you and the Company
(copies of which have been provided to you) and the following four (4)-year
vesting schedule based on your continued employment with the Company: 25%
of the underlying shares of the Company’s common stock will vest on each one
(1)-year anniversary of the Commencement Date such that 100% will have vested
by the four (4)-year anniversary of the Commencement Date.  As more fully addressed in the restricted
stock unit agreement, outstanding restricted stock units are entitled to
receive regularly-scheduled cash dividends the Company declares on its common
stock.  Dividends paid on Restricted
Stock Units are treated as ordinary income for tax purposes.


 


c.             Acceleration of Vesting.  Upon
the termination of your employment by the Company “without cause” or by you for
“good reason” (each term as defined below) within the two (2)-year period
following the Commencement Date, the vesting of the Option and the Restricted
Stock Units will be accelerated by the additional number of shares in which you
would have been vested at the time of such termination if you had completed an
additional twelve (12) months of service (calculated, with respect the
Restricted Stock Units, as if such Units vest on a monthly basis).  If such termination occurs within twelve (12)
months after a “Corporate Transaction” or “Change in Control” (as defined in
the applicable stock plan and restricted stock unit agreement), the vesting
will be accelerated by the greater of (i)
the additional number of shares as calculated pursuant to the preceding
sentence and (ii)  the additional number
of shares in which you would have been vested at the time of such termination
if you had completed an additional period of service equal in duration to the
actual period of service completed by you between the Commencement Date and the
date of the termination (calculated, with respect the Restricted Stock Units,
as if such Units vest on a monthly basis). 
Such vesting acceleration will be contingent upon your signing the
standard release of claims referred to in Section 7(b) below.  Upon the termination of your employment as a
result of death or Disability (as defined below) within the two (2)-year period
following the Commencement Date, the vesting of the Option and the Restricted Stock
Units will be accelerated by the additional number of shares in which you would
have been vested at the time of such termination if you had completed an
additional twelve (12) months of service (calculated, with respect the
Restricted Stock Units, as if such Units vest on a monthly basis).  In the event of an inconsistency between the
terms set forth in this paragraph and the terms set forth in the applicable
stock plan, stock option agreement and/or restricted stock unit agreement, the
terms set forth in this letter will control.


 


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5.             Policies; Procedures; Proprietary Information and Inventions Agreement.  As
an employee of the Company, you will be expected to abide by all of the Company’s
policies and procedures.  As a condition
of your employment, you agree to execute and abide by the terms of the
Proprietary Information and Inventions Agreement between you and the Company,
the Insider Trading Policy, the Code of Ethics and the Employee Handbook.


 


6.             At Will Employment.  Notwithstanding anything to the contrary
contained herein, your employment with the Company will be “at will” and will
not be for any specified term, meaning that either you or the Company will be
entitled to terminate your employment at any time and for any reason, with or
without cause.  Any contrary
representations which may have been made to you are superseded by the terms set
forth in this paragraph.  This is the
full and complete agreement between you and the Company on this subject.  Although your job duties, title, compensation
and benefits, as well as the Company’s personnel policies and procedures, may
change from time to time, the “at will” nature of your employment may only be
changed in an express written agreement signed by you and a duly authorized
officer of the Company.


 


7.             Termination of Employment


 


a.             Termination by You.  If you terminate your employment with the Company for any reason, other
than as a result of death or Disability or for “good reason” as defined below,
all obligations of the Company as set forth in this letter will cease, other
than the obligation to pay you for services rendered through the date of
termination, to pay you for any accrued but unused vacation days as of the date
of termination, and to fulfill its obligations with respect to your exercise of
any vested stock options in accordance with the terms of the applicable stock
plan and option agreement.  If you
terminate your employment with the Company for “good reason,” as defined below,
in addition to the foregoing, the Company will pay you the Separation Payment
subject to the conditions set forth in Section 7(b) below.  However, and notwithstanding the termination
of your employment by you, you will continue to be obligated to comply with the
terms of the Proprietary Information and Inventions Agreement and if
applicable, the noncompetition provision set forth in Section 9 below.


 


b.             Termination by the Company.  If your employment is terminated by the Company “without cause” as
defined below, and subject to the signing of a standard mutually agreeable
release of all employment-related claims against the Company, its subsidiaries,
and officers, directors, and agents thereof, the Company will pay you a
separation payment (the “Separation Payment”) equal to (i) if such termination
occurs prior to the one (1)-year anniversary of the Commencement Date, an
amount equal to one year of your then current annual base salary (and, for the
purpose of clarification, the Company acknowledges that you will not be
required to pay back the Signing Bonus) or (ii) if such termination occurs
after the one (1)-year anniversary of the Commencement Date and prior to the
two (2)-year anniversary of the Commencement Date, an amount equal to one year
of your then current annual base salary plus the Annual
Bonus (as defined herein).  For purposes
of the immediately preceding sentence, “Annual Bonus” means your then current
annual base salary multiplied by the median bonus percentage used to calculate
the bonuses awarded to other executive vice presidents of the Company for the
immediately preceding year.  This
Separation Payment will be payable monthly on a pro rata basis over twelve (12)
months after such termination.  Payment
of this Separation Payment will be contingent on your signing the standard
release of claims referred to above. 
Upon termination of your employment “without cause,” other than the
obligations set forth in the first sentence of Section 7(a) above and the
acceleration of vesting provided in Section 4(c) above, the Company will
have no further obligation to you except pursuant to this paragraph.


 


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If your employment is
terminated by the Company “with cause” as defined below, the Company will have
no further obligation to you under the terms of this letter, other than the
obligations set forth in the first sentence of Section 7(a) above.  However, and notwithstanding the termination
of your employment by the Company “with cause” or “without cause,” or by you
for “good reason,” you will continue to be obligated to comply with the terms
of the Proprietary Information and Inventions Agreement and if applicable, the
noncompetition provision set forth in Section 9 below.


 


You have the right decline
to receive a portion of the benefits set forth under Sections 4 and 7 in the
event that you determine that the provision of such benefits to you would
result in a “parachute payment” as such term is defined in Section 280(G)(b)(2)
of the Internal Revenue Code of 1986.


 


c.             Termination by Death or
Disability.  If your employment is terminated as a result
of your death, the Company will be obligated to pay your estate or
beneficiaries (as the case may be) for services rendered by you for the Company
through the date of your death.  If your
employment is terminated as a result of your Disability, as defined below, the
Company will be obligated to pay you for services rendered by you for the
Company through the date of your termination. 
In the event of termination of your employment due to death or
Disability, you, your estate or your beneficiaries, as appropriate, will be
entitled to the acceleration benefits set forth in Section 4(c).  The provisions of this Section 7(c) will
not affect or change the rights or benefits to which you are otherwise entitled
under the Company’s benefits plans or otherwise.


 


d.             Definitions.


 


For purposes of this letter,
“good reason” means:


 


	
  (i)

  	
  a reduction in your base
  salary without your prior written consent;

  
	
  (ii)

  	
  a material reduction in
  your position, duties or responsibilities, without your prior written
  consent;

  
	
  (iii)

  	
  a change in your place of
  employment which is not within a 50-mile radius of the following address,
  without your prior written consent: 21301 Burbank Boulevard, Woodland Hills,
  CA 91367, or;

  
	
  (iv)

  	
  any material breach by the
  Company of the terms of this letter which is not cured by the Company within
  30 days following receipt of written notice thereof.

  



 


For purposes of this letter, “with cause”
means your commission of any one or more of the following acts:


 


	
  (i)

  	
  willfully damaging of the
  property, business, business relationships, reputation or goodwill of the
  Company or its subsidiaries;

  
	
  (ii)

  	
  commission of a felony or
  a misdemeanor involving moral turpitude;

  
	
  (iii)

  	
  theft, dishonesty, fraud
  or embezzlement;

  
	
  (iv)

  	
  willfully violating any
  rules or regulations of any governmental or regulatory body that is or is
  reasonably expected to be injurious to the Company or its subsidiaries;

  
	
  (v)

  	
  the use of alcohol,
  narcotics or other controlled substances to the extent that it prevents you
  from efficiently performing services for the Company or its subsidiaries;

  
	
  (vi)

  	
  willfully injuring any
  other employee of the Company or its subsidiaries;

  
	
  (vii)

  	
  willfully injuring any
  person in the course of performance of services for the Company or its
  subsidiaries;

  
	
  (viii)

  	
  disclosing to a competitor
  or other unauthorized persons confidential or proprietary information or
  secrets of the Company or its subsidiaries;

  



 


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  (ix)

  	
  solicitation of business
  on behalf of a competitor or a potential competitor of the Company or its
  subsidiaries;

  
	
  (x)

  	
  harassment of any other
  employee of the Company or its subsidiaries or the commission of any act
  which otherwise creates an offensive work environment for other employees of
  the Company or its subsidiaries;

  
	
  (xi)

  	
  failure for any reason
  within five (5) days after receipt by you of written notice thereof from the
  Company, to correct, cease or otherwise alter any insubordination, failure to
  comply with instructions, inattention to or neglect of the duties to be
  performed by you or other act or omission to act that in the opinion of the
  Company does or may adversely affect the business or operations of the
  Company or its subsidiaries;

  
	
  (xii)

  	
  breach of any material
  term of this letter; or

  
	
  (xiii)

  	
  any other act or omission
  that is determined to constitute “cause” in the good faith discretion of the
  Board of Directors.

  



 


For purposes of this letter,
“without cause” means any reason not within the scope of the definition of the
term “with cause.”


 


For purposes of this letter,
“Disability” means your inability to engage in any substantial gainful activity
necessary to perform your duties as Chief Marketing Officer by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last, for a
continuous period of not less than twelve (12) months.


 


8.             Withholding Taxes.  All forms of compensation referred to in this
letter are subject to reduction to reflect applicable withholding and payroll
taxes.


 


9.             Noncompetition and Nonsolicitation Covenants.  From
and after the Commencement Date until one year after termination of your
employment with the Company for any reason, you will not directly or indirectly
solicit, attempt to solicit, interfere or attempt to interfere with the
relationship of the Company or its subsidiaries with existing customers for the
products or services of the Company or its subsidiaries, on your behalf or any
other person or entity engaged in the design, development, manufacture,
marketing or sale of a product or service which is in competition with the
products or services of the Company or its subsidiaries; or directly or
indirectly solicit any of the employees of the Company or its subsidiaries for
the purpose of hiring them or inducing them to leave their employment with the
Company or its subsidiaries, on your own behalf or on behalf of any other
person or entity.  In addition, from and
after the Commencement Date until one year after termination of your employment
with the Company for any reason, so long as you are receiving the Separation
Payment, you will not, at any place in any county, city or other political
subdivision of the United States in which the Company or its subsidiaries is
engaged in business or providing its services:


 


a.             directly or
indirectly design, develop, manufacture, market or sell any product or service
which is in competition with the products or services of the Company or its
subsidiaries; or


 


b.             directly or indirectly own any interest in,
control, be employed by or associated with or render advisory, consulting or
other services (including but not limited to services in research) to any
person or entity, or subsidiary, subdivision, division or joint venture of such
entity in connection with the design, development, manufacture, marketing or
sale of a product or service which is in competition with the products or
services of the Company; provided, however, that nothing in this letter will
prohibit you from owning less than one percent (1%) of the equity interests of
any publicly held entity.


 


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10.           Entire Agreement.  This letter, together with the Proprietary
Information and Inventions Agreement, 
any Company handbooks and policies in effect from time to time and the
Company’s stock option plan, stock option agreement and restricted stock unit
agreement, contains all of the terms of your employment with the Company and
supersedes any prior understandings or agreements, whether oral or written,
between you and the Company.  In the
event any provision of this letter is determined to be unenforceable, invalid
or illegal, such provision shall be construed in a manner so as not to be
unenforceable, invalid or illegal while giving effect to the parties’ intent to
the greatest extent possible, and the remainder of this letter shall remain in
full force and effect.


 


11.           Amendment and Governing Law.  This letter may not be amended
or modified except by an express written agreement signed by you and the
Company.  The terms of this letter and
the resolution of any disputes will be governed by California law, and venue
for any disputes will be in Los Angeles, California.


 


12.           Term.  This
letter will expire on the two (2) year-anniversary of the Commencement Date,
except Sections 6, 9, 10, 11, and 12 will survive such expiration.  Following the expiration of this letter, your
employment with the Company will continue to be “at will.”


 


We hope this is the start of
a long, successful relationship.  We hope
that you find the foregoing terms acceptable, and we look forward to working
with you. You may indicate your agreement with these terms and accept this offer
by signing and dating this letter.  This
letter is contingent upon the successful completion of a background
investigation.


 


If you have any questions,
please call the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED ONLINE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
  Name:

  	
  Mark R. Goldston

  
	
   

  	
  Title:

  	
  Chairman, President & Chief Executive Officer

  
				



 


I have read the foregoing and accept
employment with


the Company on the terms set forth in this
letter:


 


	
  /s/
  Matt Wisk

  	
   

  
	
  Matt
  Wisk

  
	
   

  
	
  Dated:

  	
  June 29, 2005

  
			



 


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