Exhibit 10.8


 


UNITED
ONLINE, INC. 

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT


 


AMENDMENT AGREEMENT


 


AMENDMENT AGREEMENT by
and between United Online, Inc., a Delaware corporation (the “Corporation”),
and Scott H. Ray (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
pursuant to which Participant will become entitled to receive shares of Common
Stock that vest under the restricted stock units evidenced by such agreement.


 


B.            The
purpose of this Amendment Agreement is to bring the Restricted Stock Unit
Issuance Agreement, to the extent it pertains 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 Agreement that is subject to this Amendment
Agreement is 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 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
Issuance Schedule set forth in Paragraph 1 of the 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 the
Restricted Stock Unit Issuance Agreement 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 5(c) of
the Restricted Stock Unit Issuance 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 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  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.”


 


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4.             Paragraph 5(d) of
each Restricted Stock Unit Issuance 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 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.”


 


5.             There is hereby added
to the 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 


 


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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.”


 


6.             There is hereby added to Appendix A of the
Restricted Stock Unit Issuance Agreement the following definition of Employment
Agreement:


 


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


 


7.             The
definitions of Involuntary Termination and Misconduct set forth in Appendix A
of the Restricted Stock Unit Issuance Agreement are each hereby deleted in
their entirety.


 


8.             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]


 


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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/ Scott H. Ray

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott H. Ray

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 29, 2008

  
					



 

















 


SCHEDULE I


 


RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
SUBJECT TO


AMENDMENT AGREEMENT


 


The following Restricted Stock Unit Issuance Agreement between the
Corporation and Participant is subject to the Amendment Agreement:


 


AGREEMENT:


 


	
  Award Date:
  November 15, 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units

  	
   

  	
   

  	
   

  
	
  Originally Subject to Agreement:

  	
   

  	
  275,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units

  	
   

  	
   

  	
   

  
	
  Currently Outstanding:

  	
   

  	
  220,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units

  	
   

  	
   

  	
   

  
	
  Subject to Amendment Agreement:

  	
   

  	
  220,000

  	
   

  



 


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