Exhibit 10.7


 


UNITED
ONLINE, INC. 

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT


 


AMENDMENT AGREEMENT


 


 


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


 


RECITALS


 


A.            Participant is a party
to a Restricted Stock Unit Issuance Agreement with the Corporation dated March 14,
2008 pursuant to which Participant will become entitled to receive shares of
Common Stock that vest under the restricted stock units evidenced by that
agreement.


 


B.            The purpose of this
Amendment Agreement is to bring that Restricted Stock Unit Issuance Agreement
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.            All capitalized terms
in this Amendment Agreement shall have the same meanings assigned to them in
the Restricted Stock Unit Issuance Agreement.


 


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


 


1.             The following
subparagraphs (d) and (e) are hereby added to Paragraph 3 of the
Restricted Stock Unit Issuance Agreement:


 


“(d)         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 on an accelerated basis under various specified
circumstances. The terms and provisions of the Employment Agreement (including
any conditions, restrictions or limitations governing the accelerated vesting
or issuance of the Shares), 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.


(e)           The
shares of Common Stock underlying the Restricted Stock Units that vest on an
accelerated basis in connection with subsection (b), (c) or (d) will
be issued to the Participant on the applicable vesting date 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, subject
to the Corporation’s collection of the applicable Withholding Taxes.”


 

















 


2.             The following new
sentence is hereby added at the end of Paragraph 6(a):


 


“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 within ten (10) 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.”


 


3.             The following new
sentence is hereby added at the end of Paragraph 6(b):


 


“Any such tax gross-up payment shall be paid in
accordance with the terms and provisions of the Employment Agreement (including,
without limitation, any provisions related to the timing of the payment of such
tax-gross-up payment) and such terms are hereby incorporated by reference into
this Agreement, with the same force and effect as if expressly set forth in
this Agreement.”


 


4.             Paragraph 14 of the
Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to
read as follows:


 


“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 


 


2

















 


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 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.”


 


5.             The definition of Employment Agreement set
forth in Appendix A of the Restricted Stock Unit Issuance Agreement is hereby
amended in its entirety to read as follows:


 


“Employment Agreement
shall mean the Amended and Restated Employment Agreement between the
Participant and the Corporation effective January 1, 2009.”


 


6.             The definition of
Involuntarily Terminated set forth in Appendix A of the Restricted Stock Unit
Issuance Agreement is hereby deleted in its entirety.


 


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


 


[Signature Page Follows]


 


3

















 


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/ Frederic A.
  Randall, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 29, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark Goldston

  
	
   

  	
   

  
	
   

  	
  MARK GOLDSTON, PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008