THIS SUBJECT.
ALTHOUGH YOUR JOB DUTIES, TITLE,
COMPENSATION AND BENEFITS, AS WELL AS THE PERSONNEL POLICIES AND PROCEDURES
APPLICABLE TO THE COMPANY, MAY CHANGE FROM TIME TO TIME, THE "AT WILL" NATURE OF
YOUR EMPLOYMENT MAY ONLY BE CHANGED IN AN EXPRESS WRITTEN AGREEMENT SIGNED BY
YOU AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY OR UNITED ONLINE.
7.
SEPARATION FROM SERVICE.
(A)
TERMINATION BY YOU WITHOUT GOOD REASON.
IF
YOU TERMINATE YOUR EMPLOYMENT WITH THE COMPANY FOR ANY REASON OTHER THAN AS A
RESULT OF YOUR DEATH OR DISABILITY OR YOUR RESIGNATION FOR "GOOD REASON" (AS
DEFINED BELOW), THEN ALL OBLIGATIONS OF THE COMPANY AS SET FORTH IN THIS
AGREEMENT WILL CEASE, OTHER THAN THE OBLIGATION TO PAY YOU, ON YOUR TERMINATION
DATE, ANY EARNED BUT UNPAID COMPENSATION FOR SERVICES RENDERED THROUGH THAT DATE
AND ANY ACCRUED BUT UNUSED VACATION DAYS AS OF YOUR TERMINATION DATE
(COLLECTIVELY, THE "ACCRUED OBLIGATIONS").
NOTWITHSTANDING YOUR SEPARATION FROM
SERVICE PURSUANT TO THIS SECTION 7(A), YOU WILL CONTINUE TO BE OBLIGATED TO
COMPLY WITH THE TERMS OF THE POLICIES, PROCEDURES AND AGREEMENTS REFERENCED IN
SECTION 5 ABOVE.
4
(B)
TERMINATION BY THE COMPANY; TERMINATION BY
YOU FOR GOOD REASON.
IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY "WITHOUT
CAUSE" (AS DEFINED BELOW) DURING THE TERM OR YOU TERMINATE YOUR EMPLOYMENT FOR
"GOOD REASON" (AS DEFINED BELOW) DURING THE TERM, AND SUBJECT TO YOUR EXECUTION
(WITHOUT REVOKING) AND DELIVERY TO THE COMPANY OF A COMPREHENSIVE AGREEMENT
RELEASING THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS,
SUBSIDIARIES, AFFILIATES, REPRESENTATIVES AND OTHER PARTIES AND CONTAINING SUCH
OTHER AND ADDITIONAL TERMS AS THE COMPANY DEEMS SATISFACTORY ("RELEASE"), WHICH
BECOMES EFFECTIVE AFTER THE EXPIRATION OF ANY APPLICABLE REVOCATION PERIOD, THE
COMPANY WILL PAY YOU A SEPARATION PAYMENT (THE "SEPARATION PAYMENT") EQUAL TO
THE SUM OF (I) TWELVE (12) MONTHS OF YOUR THEN CURRENT ANNUAL BASE SALARY,
(II) YOUR ANNUAL BONUS (AS DEFINED BELOW), AND (III) A PRORATED PORTION OF YOUR
ANNUAL BONUS (AS DEFINED BELOW).
IN ADDITION, NOTWITHSTANDING THE SECOND TO
LAST SENTENCE OF SECTION 3(A) HEREOF, IF YOUR DATE OF TERMINATION OCCURS
FOLLOWING THE END OF A FISCAL YEAR AND PRIOR TO THE DATE THAT YOU WOULD HAVE
OTHERWISE BEEN ENTITLED TO BE PAID YOUR ANNUAL BONUS FOR SUCH FISCAL YEAR, THE
COMPANY WILL PAY YOU AN AMOUNT EQUAL TO THE ANNUAL BONUS THAT YOU WOULD HAVE
RECEIVED HAD YOU REMAINED EMPLOYED BY AND IN GOOD STANDING WITH THE COMPANY
THROUGH THE DATE THE ANNUAL BONUS FOR SUCH FISCAL YEAR IS PAID, WHICH AMOUNT
SHALL BE PAID AT THE SAME TIME AND MANNER THAT SUCH PAYMENT WOULD HAVE BEEN PAID
TO YOU HAD YOU REMAINED EMPLOYED THROUGH SUCH DATE.
SOLELY FOR PURPOSES OF THE
FIRST SENTENCE HEREOF, "ANNUAL BONUS" SHALL MEAN THE LESSER OF (1) 100% OF YOUR
THEN CURRENT ANNUAL BASE SALARY AND (2) THE MOST RECENT ANNUAL BONUS PAID TO YOU
FOR A FULL FISCAL YEAR. SUBJECT TO THE PROVISIONS OF SECTION 7(E) AND YOUR
CONTINUED COMPLIANCE WITH THE POLICIES, PROCEDURES AND AGREEMENTS REFERENCED IN