Exhibit 10.9


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 Frederic A. Randall, Jr. (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 in whole
or in part on an accelerated basis under various specified circumstances. Accordingly,
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 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. The shares of Common Stock underlying
the Restricted Stock Units that
vest on an  accelerated basis in
accordance with those provisions (other than as a result of Participant’s death
or permanent disability) shall be issued to the Participant on the first
business day on which the release required of Participant pursuant to Section 4.2(a) of
the Employment Agreement (the “Release”) is effective and enforceable in
accordance with its terms following any applicable revocation period, or as
soon thereafter as administratively practicable, but in no event later than the
later of the following dates on which the Release is so effective: (i) the
fifteenth day of the third month following the end of the Employee’s taxable
year in which such cessation of Employee status occurs or (ii) the
fifteenth day of the third month following the end of the Corporation’s taxable
year in which such cessation of Employee status occurs. Any shares of Common
Stock underlying the Restricted Stock
Units that vest on an accelerated basis in accordance with those
incorporated provisions as a result of Participant’s death or permanent
disability will be issued to the Participant within the sixty (60) day period
following the date of his cessation of Employee status due to death or
permanent disability.”


 


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, including (without limitation) the execution and delivery of
the Release) 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 


 


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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.  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 first business day on which the requisite Release is
effective and enforceable in accordance with its terms following any applicable
revocation period, or as soon thereafter as administratively practicable, but
in no event later than the later of the following dates on which the Release is
so effective: (i) the fifteenth day of the third month following the end of
the Employee’s taxable year in which such cessation of Employee status occurs
or (ii) the fifteenth day of the third month following the end of the
Corporation’s taxable year in which such cessation of Employee status occurs.”


 


4.             Paragraph
6(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 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.


 


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(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 Employee
status 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 Separation from Service due
to such cessation of  Employee status 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.


 


(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 Second 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/ Mark R. Goldston

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman, President and CEO

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Frederic A. Randall, Jr.

  
	
   

  	
  FREDERIC A. RANDALL, JR.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 29, 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

  	
   

  	
  125,000

  	
   

  	
  31,250

  	
   

  	
  31,250

  	
   

  
	
  February 15, 2007

  	
   

  	
  70,000

  	
   

  	
  46,667

  	
   

  	
  46,667

  	
   

  
	
  August 15, 2007

  	
   

  	
  210,000

  	
   

  	
  210,000

  	
   

  	
  210,000

  	
   

  
	
  February 15, 2008

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  



 


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