Exhibit
10.10


 


UNITED ONLINE, INC. 

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S)


 


AMENDMENT AGREEMENT


 


AMENDMENT AGREEMENT by
and between United Online, Inc., a Delaware corporation (the “Corporation”),
and Matthew J. Wisk (the “Participant”) to be effective as of January 1,
2009.


 


RECITALS


 


A.            Participant is a party to four Restricted
Stock Unit Issuance Agreements with the Corporation pursuant to which
Participant will become entitled to receive shares of Common Stock that vest
under the restricted stock units evidenced by those agreements.  The Restricted Stock Unit Issuance Agreements
covering the grants awarded on August 15, 2005, August 15, 2007 and February 15,
2008 are collectively referred to hereinafter as the “Form Agreements”.  The Restricted Stock Unit Issuance Agreement
covering the grant awarded on February 15, 2007 is referred to hereinafter
as the “February 2007 Agreement”, and together with the Form Agreements,
are collectively referred to hereinafter as the “Restricted Stock Unit Issuance
Agreements”.


 


B.            The purpose of this Amendment Agreement is
to bring each of those Restricted Stock Unit Issuance Agreements, to the extent
they pertain to restricted stock units that were not vested as of December 31,
2004, into documentary compliance with the applicable provisions of Section 409A
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder.


 


C.            The Restricted Stock Unit Issuance
Agreements are more particularly identified in attached Schedule I.


 


D.            All capitalized terms in this Amendment Agreement
shall have the same meanings assigned to them in the applicable Restricted
Stock Unit Issuance Agreement.


 


NOW, THEREFORE, it is agreed the
Restricted Stock Unit Issuance Agreements are hereby amended as follows, effective
January 1, 2009:


 


1.             The Issuance Schedule set forth in Paragraph
1 of each Restricted Stock Unit Issuance Agreement is hereby amended in its
entirety to read as follows:


 


“The Shares in
which the Participant vests in accordance with the regular Vesting Schedule set
forth above shall be issued, subject to the Corporation’s collection of all
applicable Withholding Taxes, on the applicable vesting date specified for
those Shares in such Vesting Schedule or as soon thereafter as administratively
practicable, but in no event later than the close of the calendar 


 

















 


year in which the vesting date occurs or (if
later) the fifteenth day of the third calendar month following such vesting
date. The applicable Withholding Taxes are to be collected pursuant to the
procedures set forth in Paragraph 7 of this Agreement.”


 


2.             Paragraph 3 of each of
the Restricted Stock Unit Issuance Agreements is hereby amended in its entirety
to read as follows:


 “(a)        Except
as otherwise provided in Paragraph 3(b) below, should the Participant
cease Service for any reason prior to vesting in one or more Shares subject to
this Award, then the Award will be immediately cancelled with respect to those
unvested Shares, and the number of Restricted Stock Units will be reduced
accordingly.  The Participant shall
thereupon cease to have any right or entitlement to receive any Shares under
those cancelled units.


 


(b)           The
Participant’s Employment Agreement sets forth certain terms and conditions
under which Participant’s equity or equity-based awards from the Corporation,
including this Award, may vest in part on an accelerated basis in connection
with his cessation of Service under various specified circumstances. The
Employment Agreement also sets forth the date or dates on which the shares of
Common Stock subject to the awards that vest on such an accelerated basis,
including the Shares subject to this Award, are to be issued. The terms and
provisions of the Employment Agreement (including any conditions, restrictions
or limitations governing the accelerated vesting or the issuance of the Shares,
including (without limitation) the execution and delivery of an effective
general release), as they apply to this Award, are hereby incorporated by
reference into this Agreement and shall have the same force and effect as if
expressly set forth in this Agreement.”


 


3.             Paragraph 4 of the February 2007
Agreement is hereby amended in its entirety to read as follows:


 


“4.           [Intentionally
Omitted].”


 


4.             Paragraph 5(c) of
each of the Form Agreements is hereby amended in its entirety to read as
follows:


 


“(c)         Any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash incentive program
under Paragraph 5(a) shall be subject to the vesting acceleration
provisions of the Participant’s Employment Agreement, and any Restricted Stock
Units or the proceeds of any replacement cash incentive plan which vest on an
accelerated basis in accordance with those provisions shall be issued or distributed
on the applicable date or dates determined for those Restricted Stock Units pursuant
to terms of the Employment Agreement. Accordingly, the terms and provisions of
the Employment Agreement (including any conditions, restrictions or limitations
governing the accelerated vesting or  


 


2

















 


issuance of the securities subject to the Participant’s outstanding
equity awards or the distribution of the proceeds of any replacement cash
incentive plan, including (without limitation) the execution and delivery of an
effective general release) shall apply to any Restricted Stock Units which are
assumed or otherwise continued in effect in connection with a Change in Control
or replaced with a cash incentive program under Paragraph 5(a) and are
hereby incorporated by reference into this Agreement, with the same force and
effect as if expressly set forth in this Agreement.”


 


5.             Paragraph 6(c) of
the February 2007 Agreement is hereby amended in its entirety to read as
follows:


 


“(c)         Any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash incentive program
under Paragraph 6(a) shall be subject to the vesting acceleration
provisions of the Participant’s Employment Agreement, and any Restricted Stock
Units or the proceeds of any replacement cash incentive plan which vest on an
accelerated basis in accordance with those provisions shall be issued or
distributed on the applicable date or dates determined for those Restricted
Stock Units pursuant to terms of the Employment Agreement. Accordingly, the
terms and provisions of the Employment Agreement (including any conditions,
restrictions or limitations governing the accelerated vesting or  issuance of the securities subject to the
Participant’s outstanding equity awards or the distribution of the proceeds of
any replacement cash incentive plan, including (without limitation) the
execution and delivery of an effective general release) shall apply to any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash incentive program
under Paragraph 6(a) and are hereby incorporated by reference into this
Agreement, with the same force and effect as if expressly set forth in this
Agreement.”


 


6.             Paragraph 5(d) of
each of the Form Agreements is hereby amended in its entirety to read as
follows:


 


“(d)         If
the Restricted Stock Units subject to this Award at the time of the Change in Control
are not assumed or otherwise continued in effect or replaced with a cash
incentive program in accordance with Paragraph 5(a), then those units shall
vest immediately prior to the closing of the Change in Control. The Shares
subject to those vested units shall be converted into the right to receive the
same consideration per share of Common Stock payable to the other stockholders
of the Corporation in consummation of that Change in Control, and such
consideration shall be distributed to Participant on the effective date of that
Change in Control or as soon thereafter as administratively practicable, but in
no event later than three (3) business days following the effective date
of that Change in Control. Such distribution shall be subject to the Corporation’s
collection of the applicable Withholding Taxes pursuant to the provisions of
Paragraph 7.”


 


3

















 


7.             Paragraph 6(d) of
the February 2007 Agreement is hereby amended in its entirety to read as
follows:


 


“(d)         If
the Restricted Stock Units subject to this Award at the time of the Change in
Control are not assumed or otherwise continued in effect or replaced with a
cash incentive program in accordance with Paragraph 6(a), then those units
shall vest immediately prior to the closing of the Change in Control. The
Shares subject to those vested units shall be converted into the right to
receive the same consideration per share of Common Stock payable to the other
stockholders of the Corporation in consummation of that Change in Control, and
such consideration shall be distributed to Participant on the effective date of
that Change in Control or as soon thereafter as administratively practicable,
but in no event later than three (3) business days following the effective
date of that Change in Control. Such distribution shall be subject to the
Corporation’s collection of the applicable Withholding Taxes pursuant to the
provisions of Paragraph 8.”


 


8.             There is hereby added
to each Restricted Stock Unit Issuance Agreement the following new Paragraph
14:


 


“14.        Deferred Issuance Date.


 


(a)           It
is the intention of the parties that the provisions of this Agreement, as
amended by the Amendment Agreement, continue to comply with the requirements of
the short-term deferral exception of 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 this Agreement as so amended would otherwise contravene the
requirements or limitations of Code Section 409A 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 Code Section 409A and the Treasury Regulations thereunder
that apply to such exception.”


 


(b)           If
and to the extent this Agreement may be deemed to create an arrangement subject
to the requirements of Section 409A, then no Shares or other amounts which
become issuable or distributable by reason of Participant’s cessation of Service
shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of
the seventh (7th) month following the date of his or her Separation from
Service due to such cessation of Service or (ii) the date of Participant’s
death, if Participant is deemed at the time of such Separation from Service to
be a specified employee under Section 1.409A-1(i) of the Treasury
Regulations issued under Code Section 409A, as determined by the Plan
Administrator in accordance with consistent and uniform standards applied to
all other Code Section 409A arrangements of the Corporation, and such
delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2).  The deferred Shares or other distributable
amount shall be issued or distributed in a lump sum on the first day of the
seventh (7th) month following the date of Participant’s 


 


4

















 


Separation from Service or, if earlier, the first day of the month
immediately following the date the Corporation receives proof of Participant’s
death.


 


(c)           For purposes of this
Agreement, the term Separation from Service shall have the meaning ascribed to
such term under Code Section 409A and the Treasury Regulations issued
thereunder.”


 


9.             The definition of Employment Agreement set
forth in Appendix A of the February 2007 Agreement is hereby amended in
its entirety to read as follows, and Appendix A of each of the Form Agreements
is hereby amended to include the following definition of Employment Agreement:


 


“Employment Agreement shall mean the
Employment Agreement between the Participant and the Corporation dated August 15,
2007 and as amended effective January 1, 2009.”


 


10.           The definitions of Involuntary Termination
and Misconduct set forth in Appendix A of each of the Form Agreements are
each hereby deleted in their entirety.


 


11.           The definition of Good Reason set forth in
Appendix A of the February 2007 Agreement is hereby deleted in its
entirety.


 


12.           Except as modified by this Amendment
Agreement, all the terms and conditions of each Restricted Stock Unit Issuance
Agreement subject to this Amendment Agreement shall continue in full force and
effect.


 


[Signature Page Follows]


 


5

















 


IN WITNESS WHEREOF, each
of the parties has executed this Amendment Agreement on the date specified for
that party below.


 


	
   

  	
  UNITED ONLINE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman, President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008

  
	
   

  	
   

  
	
   

  	
  /s/ Matthew J. Wisk

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  Name: Matthew J. Wisk

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008

  
							



 

















 


SCHEDULE I


 


RESTRICTED
STOCK UNIT ISSUANCE AGREEMENTS SUBJECT TO AMENDMENT AGREEMENT


 


The Restricted Stock Unit Issuance Agreements
between the Corporation and Participant governing the following Awards are
subject to the Amendment Agreement:


 


	
  Award Date:

  	
   

  	
  Number of Restricted 

  Stock Units 

  Originally Subject to 

  Agreement:

  	
   

  	
  Number of Restricted 

  Stock Units 

  Currently Outstanding:

  	
   

  	
  Number of Restricted 

  Stock Units 

  Subject to Amendment 

  Agreement:

  	
   

  
	
  August 15,
  2005

  	
   

  	
  100,000

  	
   

  	
  25,000

  	
   

  	
  25,000

  	
   

  
	
  February 15,
  2007

  	
   

  	
  50,000

  	
   

  	
  33,334

  	
   

  	
  33,334

  	
   

  
	
  August 15,
  2007

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  February 15,
  2008

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  



 


7