ANY RIGHT TO
CONTINUE IN THE EMPLOY OF THE CORPORATION OR ANY CORPORATE AFFILIATE FOR ANY
PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR OTHERWISE RESTRICT IN ANY WAY
THE RIGHTS OF THE CORPORATION (OR ANY CORPORATE
8
AFFILIATE EMPLOYING SUCH PERSON) OR OF THE PARTICIPANT, WHICH RIGHTS ARE HEREBY
EXPRESSLY RESERVED BY EACH, TO TERMINATE SUCH PERSON'S EMPLOYMENT AT ANY TIME
FOR ANY REASON, WITH OR WITHOUT CAUSE.
C.
THE PROVISIONS OF THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE WITHOUT RESORT TO THAT STATE'S CONFLICT-OF-LAWS RULES.
9
Schedule A
Corporations Participating in
the United Online, Inc. 2001
Employee Stock Purchase Plan
United Online, Inc.
Juno Online Services, Inc.
NetZero, Inc.
NetBrands, Inc.
Mega Web Services, Inc.
APPENDIX
The following definitions shall be in effect under the Plan:
A.
BOARD SHALL MEAN THE CORPORATION'S BOARD OF DIRECTORS.
B.
CASH EARNINGS SHALL MEAN (I) THE REGULAR BASE SALARY PAID TO A
PARTICIPANT BY ONE OR MORE PARTICIPATING COMPANIES DURING SUCH INDIVIDUAL'S
PERIOD OF PARTICIPATION IN ONE OR MORE OFFERING PERIODS UNDER THE PLAN AND (II)
ANY OVERTIME PAYMENTS, BONUSES, COMMISSIONS, PROFIT-SHARING DISTRIBUTIONS AND
OTHER INCENTIVE-TYPE PAYMENTS RECEIVED DURING SUCH PERIOD.
CASH EARNINGS SHALL
BE CALCULATED BEFORE DEDUCTION OF (A) ANY INCOME OR EMPLOYMENT TAX WITHHOLDINGS
OR (B) ANY CONTRIBUTIONS MADE BY THE PARTICIPANT TO ANY CODE SECTION 401(K)
SALARY DEFERRAL PLAN OR CODE SECTION 125 CAFETERIA BENEFIT PROGRAM NOW OR
HEREAFTER ESTABLISHED BY THE CORPORATION OR ANY CORPORATE AFFILIATE.
CASH
EARNINGS SHALL NOT INCLUDE ANY CONTRIBUTIONS MADE ON THE PARTICIPANT'S BEHALF BY
THE CORPORATION OR ANY CORPORATE AFFILIATE TO ANY EMPLOYEE BENEFIT OR WELFARE
PLAN NOW OR HEREAFTER ESTABLISHED (OTHER THAN CODE SECTION 401(K) OR CODE
SECTION 125 CONTRIBUTIONS DEDUCTED FROM SUCH CASH EARNINGS).
C.
CHANGE IN CONTROL SHALL MEAN A CHANGE IN OWNERSHIP OF THE
CORPORATION PURSUANT TO ANY OF THE FOLLOWING TRANSACTIONS:
(I)
A MERGER, CONSOLIDATION OR REORGANIZATION APPROVED BY THE
CORPORATION'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 CORPORATION'S OUTSTANDING VOTING SECURITIES IMMEDIATELY
PRIOR TO SUCH TRANSACTION, OR
(II)
ANY STOCKHOLDER-APPROVED TRANSFER OR OTHER DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; OR
(III)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY A PERSON OR RELATED
GROUP OF PERSONS (OTHER THAN THE CORPORATION OR A PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE
CORPORATION) 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 CORPORATION'S OUTSTANDING SECURITIES PURSUANT TO A
TENDER OR EXCHANGE OFFER MADE DIRECTLY TO THE CORPORATION'S STOCKHOLDERS.
D.
CODE SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
E.
COMMON STOCK SHALL MEAN THE CORPORATION'S COMMON STOCK.
F.
CORPORATE AFFILIATE SHALL