Exhibit 10.1


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective the 1st day
of January, 2009 by and between United Online, Inc., a Delaware
corporation (the “Company”), with
principal corporate offices at 21301 Burbank Boulevard, Woodland Hills,
California 91367, and Mark R. Goldston, whose address is 21301 Burbank
Boulevard, Woodland Hills California 91367 (“Employee”).


 


WHEREAS, Employee and the Company had previously entered into an
employment agreement (the “Prior Agreement”)
effective April 3, 2007, amended as of August 22, 2007; and


 


WHEREAS, effective as of the date hereof, Employee and the Company
desire to amend and restate the Prior Agreement.


 


NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.             EMPLOYMENT


 


1.1           The Company hereby agrees to employ Employee, and
Employee hereby accepts such employment, on the terms and conditions set forth
herein, commencing the date hereof and continuing through March 1, 2011
(the “Term”), unless this Agreement expires
or Employee is terminated earlier as provided in Section 4 below.  Employee’s place of employment shall be the
in the greater Los Angeles metropolitan area.


 


2.             DUTIES OF EMPLOYEE


 


2.1           Employee shall serve as the Chief Executive Officer
and Chairman of the Company. In these capacities, Employee shall perform such
customary, appropriate and reasonable executive duties as are usually performed
by the Chief Executive Officer and Chairman, including such executive duties as
are delegated to him from time to time by the Board of Directors of the Company
or a committee thereof (the “Board”). Company agrees that Employee also may
serve as Chief Executive Officer and Chairman of Classmates Media Corporation
or such other entity which is the IPO entity described in Section 3.8 of
this Agreement (“Classmates”) and will in good faith allocate his time between
the Company and Classmates in accordance with the goals and objectives
established by the Board.


 


2.2           Employee agrees to devote Employee’s good faith, full
time, attention, skill and efforts to the performance of his duties for the
Company and for Classmates during the Term; provided, however, this paragraph
shall not preclude Employee from writing and promoting books or other published
materials, engaging in civic, charitable or religious activities, or from
serving on boards of directors of companies or organizations that do not
present any conflict with the interests of the Company or Classmates or
otherwise adversely affect Employee’s performance of the services required
under this Agreement. This Agreement also shall not be interpreted to prohibit
Employee from making personal investments (including the 


 

















 


purchase of
interests in professional sports teams) if those activities do not materially
interfere with the services required under this Agreement.


 


3.             COMPENSATION AND OTHER BENEFITS


 


3.1           Base Salary.  During the
Term, the Company shall pay to Employee a base salary per fiscal year equal to
Employee’s current base salary (the “Base Salary”),
with payments to be made in accordance with the Company’s standard payment
policy and subject to such withholding as may be required by law.  Employee’s Base Salary shall be increased to
include any increases in Employee’s base salary as approved by the Board, but
may not be reduced during the Term without Employee’s written consent other
than in connection with a general salary reduction applicable to senior
executives of the Company generally.


 


3.2           Bonus.  During the
Term, Employee shall also be eligible to receive an annual target bonus of 100%
of Employee’s base salary for each fiscal year (the “Annual Bonus”),
less withholding required by law, based on performance criteria established by
the Board provided that this target shall not be deemed to establish a maximum
bonus and the Board or its compensation committee may award a bonus equal to
more than 100% of Base Salary.  Employee’s
Annual Bonus shall be increased to include any increases in Employee’s Annual
Bonus as approved by the Board.  Employee
shall not be eligible to receive any unpaid Annual Bonus if his employment
hereunder is terminated pursuant to either Section 4.1 or if Employee
voluntarily resigns.  Employee’s bonus
awards shall be paid in no event later than the 15th day of the third month
following the end of the taxable year (of the Company or Employee, whichever is
later) in which such bonus award is earned.


 


3.3           Sign-On Restricted Unit Grant. 
Employee shall be granted a restricted unit award covering 750,000
shares of the Company’s common stock, par value $0.0001 per share (the “Sign-On Restricted Unit Award”).  Except as otherwise provided in this
Agreement, the Sign-On Restricted Unit Award shall vest in full on February 15,  2011. 
Except as otherwise provided in this Agreement, the Sign-On Restricted
Unit Award shall be granted pursuant to and subject to the terms and conditions
of the Company’s 2001 Stock Incentive Plan and form of restricted unit
agreement previously approved by the Board. 
The Company agrees that, unless required by applicable law, no amendment
to the 2001 Stock Incentive Plan will eliminate the ability of Employee to
satisfy income tax withholding obligations by the surrender of shares to the
Company in any manner that would affect the Sign-on Restricted Unit Award or
any shares which are part of such award, and that unless required by applicable
law, the Company will not exercise its discretion under the 2001 Stock
Incentive Plan, or any applicable award agreement, to eliminate or limit
Employee’s ability to satisfy income tax withholding obligations by the
surrender of shares of Company’s (or its successor’s) common stock with respect
to equity awards granted prior to the date hereof.


 


3.4           Vacation.  Employee
shall be entitled to five (5) weeks paid vacation per year in accordance
with the Company’s vacation policies.


 


3.5           Other Benefits.  During the
Term, Employee shall be entitled to participate in all group life, health,
medical, dental or disability insurance or other employee, health and welfare
benefits made available generally to other executives of the Company.  If Employee 


 

















 


elects to
participate in any of such plans, Employee’s portion of the premium(s) will
be deducted from Employee’s paycheck.


 


3.6           Business Expenses.  The Company
shall promptly reimburse Employee for all reasonable and necessary business
expenses incurred by Employee in connection with the business of the Company
and the performance of his duties under this Agreement, subject to Employee
providing the Company with reasonable documentation thereof.  Any such reimbursements paid to Employee
shall be made in no event later than the end of the calendar year following the
calendar year in which the expenses were incurred and any amounts so reimbursed
in any one calendar year shall not affect the amounts reimbursable in any other
calendar year. Employee’s right to receive such reimbursements may not be
exchanged or liquidated for any other benefit.


 


3.7           Board of Directors.  Employee
shall be Chairman of the Company and also a member and chairman of the Company’s
Board of Directors.  Employee’s appointments
as Chairman and as a member of the Board will automatically terminate upon the
termination of Employee’s employment with the Company for any reason.


 


3.8           Additional Grant of Restricted Stock Units.   
Contingent on the effectiveness of an initial public offering of
securities of Classmates Media Corporation, a Delaware corporation, or
securities issued by an entity that is a direct or indirect parent of
Classmates Media Corporation (which entity shall be referred to as the “IPO
entity,” and such initial public offering shall be referred to as the “CMC IPO”)
Employee will be awarded restricted stock units covering 250,000 shares of the
Company’s common stock (the “Restricted Stock Units”). Subject to Employee’s
continued employment with the Company, one-third of the Restricted Stock Units
will vest on each anniversary of the effective date of the CMC IPO. In all
other respects, except as set forth herein (including provisions for vesting
upon an Involuntary Termination), the Restricted Stock Units will be subject to
the terms and conditions set forth in the Company’s 2001 Stock Incentive Plan
and the applicable restricted stock unit agreement between the Company and the
Employee. The last sentence of Section 3.3 of this Agreement (limiting
amendments to such plan that would limit the use of Company shares to satisfy
tax liabilities) and the provisions of Section 4.3 of this Agreement
(pertaining to severance) shall apply to the Restricted Stock Units and shares
contemplated by this Section 3.8.


 


4.             TERMINATION


 


4.1           Termination for Cause.


 


(a)     Termination “for cause” is defined as follows:  (1) if Employee is convicted of, or
enters a plea of nolo contendere to, a felony,
including any act of moral turpitude that adversely impacts the Company or any
of its subsidiaries, (2) if Employee commits an act of actual fraud,
embezzlement, theft or similar dishonesty against the Company or any of its
subsidiaries that adversely and materially impacts the Company or any of its
subsidiaries, (3) if Employee commits any willful misconduct or gross
negligence resulting in material harm to the Company or any of its
subsidiaries, or (4) if Employee fails, after receipt of detailed written
notice and after receiving a period of at least thirty (30) days following such
notice to cure such 


 

















 


failure,
to use his reasonable good faith efforts to follow the reasonable and lawful
direction of the Company’s Board of Directors and to perform his obligations
hereunder.


 


The Company may terminate this Agreement immediately (except as required
by clause 4.1(a)(4) above) for any of the reasons stated in Section 4.1(a) by
giving written notice to Employee without prejudice to any other remedy to
which the Company may be entitled.  The
notice of termination shall specify the grounds for termination.  If Employee’s employment hereunder is
terminated “for cause” pursuant to this Section 4.1, Employee shall be
entitled to receive hereunder his accrued but unpaid Base Salary and vacation
pay through the date of termination, and reimbursement for any expenses as set
forth in Section 3.6, through the date of termination, but shall not be
entitled to receive any unpaid portion of the Annual Bonus or any other amount
except for amounts earned under any plan (including criteria for the Annual
Bonus) but not yet paid as of the date of termination.


 


4.2           Termination Without Cause. 
If Employee’s employment is terminated without “cause” as defined in Section 4.1(a) or
he is Involuntarily Terminated, he will be eligible for the severance benefits
set forth in Section 4.3.


 


4.3           Severance Payments and Other Benefits Upon Termination
Without Cause or Involuntary Termination.  If the
Company terminates Employee’s employment hereunder without cause, or if
Employee is Involuntarily Terminated, the Company (or its successor, as the
case may be) shall pay to Employee (i) any accrued but unpaid Base Salary
and vacation through the date of termination and (ii) reimbursement for
any expenses as set forth in Section 3.6, through the date of
termination.  Additionally, subject to
Employee entering into and not revoking a release of claims in favor of the
Company and abiding by the non-competition and non-solicitation provisions set
forth in Section 5 below, the Company (or its successor, as the case may
be) shall pay to Employee (x) Employee’s Annual Bonus, prorated through
the date of termination, and (y) a severance payment in an amount equal to
three times the sum of Employee’s Base Salary and Annual Bonus, payable in one
lump sum on the date of termination, subject to withholding as may be required
by law.  For the purposes of Section 4.3(x) and
Section 4.3(y) above, Annual Bonus shall mean 100% of Employee’s then
current Base Salary or, in the event of Involuntary Termination, the greater of
100% of Employee’s then current Base Salary, or the Annual Bonus paid to
Employee for the preceding fiscal year.  The
release required as a condition to Employee’s entitlement to such severance
payment must be delivered within twenty-one (21) days (or forty-five (45) days
if such longer period is required under applicable law) after the date of
Employee’s termination of employment. 
The severance payment to which Employee accordingly becomes entitled
upon the effectiveness of the delivered release following the expiration of all
applicable revocation periods will be made to Employee on such effective date
or as soon as administratively practicable thereafter, but in no event later
than the later of the following dates on which the release is so effective: (i) the
fifteenth (15th) day of the third month following the end of
Employee’s taxable year in which Employee’s employment terminates or (ii) the
fifteenth (15th) day of the third month following the end of the
Company’s taxable year in which such termination of employment occurs.


 


With respect to Employee’s outstanding options to purchase shares of
the Company’s Common Stock (“Option Awards”),
restricted unit awards covering shares of the Company’s Common Stock (the “Restricted Unit Awards”) and restricted shares of the 


 

















 


Company’s Common Stock (the “Restricted Shares”),
if Employee’s employment is terminated without cause or due to Employee’s death
or permanent disability, or if Employee is Involuntarily Terminated:


 


(i)         Each Option Award will become vested
and exercisable with respect to all non-vested shares;


 


(ii)        Each Restricted Unit Award
(including the Sign-On Restricted Unit Award) will become vested with respect
to all non-vested shares; and


 


(iii)       The Company’s repurchase option will
lapse with respect to all Restricted Shares.


 


If Employee is Involuntarily Terminated, to the extent permitted under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”),
all of Employee’s options to purchase the Company’s Common Stock shall be
exercisable for a one (1) year period following the date of termination
(or until expiration of their term, if earlier).


 


Employee shall be deemed terminated without cause if Employee resigns
following a material breach by the Company of its obligations hereunder;
provided, however, (i) Employee shall first provide the Company with
written notice of such breach within ninety (90) days after the conduct occurs
giving rise to such breach, (ii) the Company shall have fifteen (15) days
following such notice to cure such breach and (iii) Employee’s termination
of employment must occur within one hundred eighty (180) days following the
initial existence of such breach. 
Employee shall be deemed “Involuntarily Terminated” if (i) the
Company or any successor to the Company terminates Employee’s employment
without cause in connection with or following a Corporate Transaction; or (ii) in
connection with or following a Corporate Transaction there is both (A) (a) a
decrease in Employee’s authorities, duties or responsibilities (it being deemed
to be a decrease in authorities, duties and/or responsibilities if Employee is
not offered and provided the position of Chairman of the Board of Directors and
Chief Executive Officer of the Company or its successor as well as the
acquiring and ultimate parent entity, if any, following a Corporate
Transaction), (b) a material decrease in pay and/or benefits from those
provided by the Company immediately prior to the Corporate Transaction, (c) a
requirement that Employee re-locate out of the greater Los Angeles metropolitan
area, or (d) a failure by any successor to Company to confirm in writing
that this Agreement remains in full force and effect, and (B) Employee
terminates his employment with the Company before the last day of the calendar
year in which the Corporate Transaction occurs. 
Notwithstanding any provision to the contrary in this Agreement, upon
the earlier of (i) one hundred eighty (180) days following a Corporate
Transaction or (ii) the last day of the calendar year in which a Corporate
Transaction occurs, this Agreement shall expire on such date, in which event
Employee shall be entitled to the same benefits that otherwise would have been
payable to Employee had Employee been Involuntarily Terminated prior to such Corporate
Transaction, as set forth in Section 4.3.


 


“Corporate Transaction” shall mean:  (a) a change in ownership or control of
the Company effected through the acquisition, directly or indirectly, by any
person or related group of persons (other than the Company or a person that
directly or indirectly controls, is 


 

















 


controlled by, or is under common control with, the Company), of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities; (b) a change in the
composition of the Board over a period of thirty-six (36) consecutive months or
less such that a majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who
either (A) have been Board members continuously since the beginning of
such period or (B) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board
approved such election or nomination; (c) a merger, consolidation or
reorganization approved by the Company’s stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power
of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the
same proportion, by the persons who beneficially owned the Company’s
outstanding voting securities immediately prior to such transaction; or (d) any
stockholder-approved transfer or other disposition of all or substantially all
of the Company’s assets.


 


5.             NON-COMPETITION; NON-SOLICITATION


 


5.1           For the eighteen (18) month period following the
termination of Employee’s employment with the Company (but only if Employee has
received the severance payments specified in Section 4.3 above) (the “Restricted Period”), Employee shall not directly engage in,
or manage or direct persons engaged in, a Competitive Business Activity (as
defined below) anywhere in the Restricted Territory (as defined below);
provided, that the Restricted Period shall terminate if the Company terminates
operations or if the Company no longer engages in any Competitive Business
Activity.  The term “Competitive
Business Activity” shall mean the business of  providing consumers with dial-up Internet
access services (free or pay).  The term “Restricted Territory” shall mean each and every county, city
or other political subdivision of the United States in which the Company is
engaged in business or providing its services. 
The Company agrees that providing services to a company or entity that
is involved in a Competitive Business Activity but which services are unrelated
to the Competitive Business Activity shall not be deemed a violation of this
Agreement.  For the purposes of damages
to the Company with respect to any breach of this Section 5, the value of
Employee’s obligations to the Company under this Section 5 equals 37.5% of
the cash severance payment in Section 4.3(iv) above.


 


5.2           During the Restricted Period, Employee shall not
directly or indirectly solicit or recruit for employment, any person or persons
who are employed by Company or any of its subsidiaries or affiliates, or who
were so employed at any time within a period of twelve (12) months immediately
prior to the date Employee’s employment terminated, or otherwise interfere with
the relationship between any such person and the Company; nor will Employee
assist anyone else in recruiting any such employee to work for another company
or business or discuss with any such person his or her leaving the employ of
the Company or engaging in a business activity in competition with the Company.


 

















 


6.             GROSS-UP PAYMENT


 


If the aggregate of all payments or benefits made or provided to
Employee under this Agreement and under all other plans and programs of the
Company (the “Aggregate Payment”) is determined
to constitute a “parachute payment,” as such term is defined in Section 280G(b)(2) of
the Code, the Company shall pay to Employee, prior to or coincident with the
time any excise tax imposed by Section 4999 of the Code (the “Excise Tax”) is payable with respect to such Aggregate
Payment, an additional amount that, after the imposition of all penalties,
income, excise and other federal, state and local taxes thereon, is equal to
the sum of the Excise Tax on the Aggregate Payment and interest and penalties
imposed with respect to the Excise Tax and such additional amount (the “Gross-Up Payment”). 
For example, if the Excise Tax imposed with respect to the Aggregate
Payment equals $1,000,000, and all penalties, income, excise and other federal,
state and local taxes on the Gross-Up Payment equal $2,333,333, the Gross-Up
Payment will be $3,333,333.  The
determination of whether the Aggregate Payment constitutes a parachute payment
and, if so, the amount to be paid to Employee and the time of payment pursuant
to this Section 6 shall be made by an independent auditor (the “Auditor”) selected and paid by the Company and reasonably
acceptable to Employee.  The Auditor
shall be a nationally recognized United States public accounting firm.  For purposes of determining the amount of the
Gross-Up Payment, Employee shall be deemed to pay income tax at the highest
marginal rates of federal, state and local income taxation in the calendar year
in which the Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.


 


In the event that the Excise Tax is finally determined to be less than
the amount taken into account hereunder in calculating the Gross-Up Payment,
Employee shall repay to the Company, within five (5) business days
following the time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment attributable to such
reduction plus that portion of the Gross-Up Payment attributable to the Excise
Tax and federal, state and local income and employment taxes imposed on the
Gross-Up Payment being repaid by Employee, to the extent that such repayment
results in a reduction in the Excise Tax and a dollar-for-dollar reduction in
Employee’s taxable income and wages for purposes of federal, state and local
income and employment taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder in calculating the
Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the payment of the Gross-Up Payment),
the Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by Employee with respect to
such excess) within five (5) business days following the time that the
amount of such excess is finally determined. 
Employee and the Company shall cooperate with each other in connection
with any proceeding or claim relating to the existence or amount of liability
for Excise Tax, and all expenses incurred by Employee in connection therewith
shall be paid by the Company promptly upon notice of demand from Employee.  Any payments made by the Company to or on
behalf of Employee pursuant to this Section 6 shall be made in no event
later than the end of Employee’s taxable year next following Employee’s taxable
year in which the related taxes are remitted.


 

















 


7.             ASSIGNMENT


 


Neither the Company nor Employee may assign this Agreement or any
rights or obligations hereunder except as provided herein.  The Company may assign this Agreement and all
of its rights and obligations hereunder to any successor to the business of the
Company.  This Agreement will be binding
upon the Company and its successors and assigns.  In the event of a Corporate Transaction, the
Company shall cause this Agreement to be assumed by the Company’s successor as
well as any acquiring or ultimate parent entity, if any, following any
Corporate Transaction, and all references herein to the “Company” shall be
deemed to include such successor or assignee.


 


8.             MISCELLANEOUS


 


8.1           This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Employee by the Company and constitutes the entire
agreement between the Company and Employee with respect to its subject matter.


 


8.2           This Agreement may not be amended, supplemented,
modified or extended, except by written agreement which expressly refers to
this Agreement, which is signed by of the parties hereto and which is
authorized by the Company’s Board.


 


8.3           This Agreement is made in and shall be governed by the
laws of California, without giving effect to its conflicts-of-law principles.


 


8.4           If any provision of this Agreement is held by an
arbitrator or a court of competent jurisdiction to conflict with any federal,
state or local law, or to be otherwise invalid or unenforceable, such provision
shall be construed in a manner so as to maximize its enforceability while
giving the greatest effect as possible to the parties’ intent.  To the extent any provision cannot be
construed to be enforceable, such provision shall be deemed to be eliminated
from this Agreement and of no force or effect and the remainder of this
Agreement shall otherwise remain in full force and effect and be construed as
if such portion had not been included in this Agreement.


 


8.5           Employee represents and warrants to the Company that
there is no restriction or limitation, by reason of any agreement or otherwise,
upon Employee’s right or ability to enter into this Agreement and fulfill his
obligations under this Agreement.


 


8.6           All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class
mail, postage prepaid, registered or certified, or delivered either by hand, by
messenger or by overnight courier service, and addressed to the receiving party
at the respective address set forth in the heading of this Agreement, or at
such other address as such party shall have furnished to the other party in
accordance with this Section 8.6 prior to the giving of such notice or
other communication.


 


8.7           Notwithstanding any provision to the contrary in this
Agreement, no payment or distribution under this Agreement which constitutes an
item of deferred compensation under Section 409A of the Code and becomes
payable by reason of Employee’s 


 

















 


termination
of employment with the Company will be made to Employee unless Employee’s
termination of employment constitutes a “separation from service” (as such term
is defined in Treasury Regulations issued under Section 409A of the
Code).  For purposes of this Agreement,
each amount to be paid or benefit to be provided shall be construed as a
separate identified payment for purposes of Section 409A of the Code.  If Employee is a ‘specified employee’ as
defined in Section 409A of the Code and, as a result of that status, any
portion of the payments under this Agreement would otherwise be subject to
taxation pursuant to Section 409A of the Code, Employee shall not be
entitled to any payments upon a termination of his employment until the earlier
of (i) the expiration of the six (6)-month period measured from the date
of Employee’s “separation from service” (as such term is defined in Treasury
Regulations issued under Section 409A of the Code) or (ii) the date
of Employee’s death.  Upon the expiration
of the applicable Section 409A deferral period, all payments and benefits
deferred pursuant to this Section 8.7 (whether they would have otherwise
been payable in a single sum or in installments in the absence of such
deferral) shall be paid or reimbursed to Employee in a lump sum, and any
remaining payments due under this Agreement will be paid in accordance with the
normal payment dates specified for them herein.


 

















 


IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement on the date specified therefor below.


 


	
   

  	
  UNITED
  ONLINE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert Berglass

  
	
   

  	
  Name:

  	
  Robert Berglass

  
	
   

  	
  Title:

  	
  Lead Independent Director,

  
	
   

  	
   

  	
  Compensation Committee Chair of

  
	
   

  	
   

  	
  United Online, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 21, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Frederic A. Randall, Jr.

  
	
   

  	
  Name:

  	
  Frederic A.
  Randall, Jr.

  
	
   

  	
  Title:

  	
  EVP and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated: 

  	
  December 29, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARK R.
  GOLDSTON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mark R.
  Goldston

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated: 

  	
  December 19,
  2008