Exhibit 10.6


 


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 Mark Goldston (the “Participant”) to be effective as of January 1,
2009.


 


RECITALS


 


A.            Participant is a
party to one or more 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.


 


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 that are subject to this Amendment Agreement 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 each of the
Restricted Stock Unit Issuance Agreements is 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 8 of this Agreement.”


 

















 


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


 


 “4.          Accelerated Vesting.  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.  The Shares that vest on
such an accelerated basis shall be issued 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.”


 


3.             Paragraph 6(c) of
each 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 6(a) shall
be subject to the vesting acceleration provisions of the Participant’s
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) shall apply to any Restricted Stock Units under this
Agreement 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.  The Shares underlying 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 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.”


 


4.             Paragraph 6(d) of
each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety
to read as follows:


 


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“(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.”


 


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


 


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(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.             The definition of
Employment Agreement set forth in Appendix A of each 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.”


 


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


 


8.             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]


 


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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/ Frederic A.
  Randall, Jr.

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP and General Counsel

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 29, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark Goldston

  
	
   

  	
  MARK GOLDSTON, PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008

  
						



 


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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:

  	
   

  
	
  March 24, 2005

  	
   

  	
  500,000

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  
	
  February 15, 2007

  	
   

  	
  250,000

  	
   

  	
  166,667

  	
   

  	
  166,667

  	
   

  
	
  April 3, 2007

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  
	
  August 26, 2008

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  



 


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