LASTED OR CAN BE
EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF TWELVE (12) MONTHS OR MORE.
S.
PLAN SHALL MEAN THE UNITED ONLINE, INC. 2001 SUPPLEMENTAL STOCK
INCENTIVE PLAN, AS SET FORTH IN THIS DOCUMENT.
T.
PLAN ADMINISTRATOR SHALL MEAN THE PARTICULAR ENTITY, WHETHER THE
PRIMARY COMMITTEE, THE BOARD OR THE SECONDARY COMMITTEE, WHICH IS AUTHORIZED TO
ADMINISTER THE DISCRETIONARY OPTION GRANT AND STOCK ISSUANCE PROGRAMS WITH
RESPECT TO ONE OR MORE CLASSES OF ELIGIBLE PERSONS, TO THE EXTENT SUCH ENTITY IS
CARRYING OUT ITS ADMINISTRATIVE FUNCTIONS UNDER THOSE PROGRAMS WITH RESPECT TO
THE PERSONS UNDER ITS JURISDICTION.
U.
PLAN EFFECTIVE DATE SHALL MEAN THE DATE THE MERGER OF NETZERO,
INC. AND NZ ACQUISITION CORP. AND THE MERGER OF JUNO ONLINE SERVICES, INC. AND
JO ACQUISITION CORP. BECOME EFFECTIVE AS CONTEMPLATED BY THE AGREEMENT AND PLAN
OF MERGER, BY AND AMONG NETZERO, INC., JUNO ONLINE SERVICES, INC., UNITED
ONLINE, INC. AND THE OTHER PARTIES THERETO, DATED AS OF JUNE 7, 2001.
V.
PREDECESSOR PLANS SHALL MEAN THE JUNO ONLINE SERVICES, INC. 2001
SUPPLEMENTAL STOCK INCENTIVE PLAN AND THE NETZERO, INC. 2001 NON-EXECUTIVE STOCK
INCENTIVE PLAN.
W.
PRIMARY COMMITTEE SHALL MEAN THE COMMITTEE OF TWO OR MORE
NON-EMPLOYEE BOARD MEMBERS APPOINTED BY THE BOARD TO ADMINISTER THE
DISCRETIONARY OPTION GRANT AND STOCK ISSUANCE PROGRAMS WITH RESPECT TO SECTION
16 INSIDERS.
A-3
X.
SECONDARY COMMITTEE SHALL MEAN A COMMITTEE OF ONE OR MORE BOARD
MEMBERS APPOINTED BY THE BOARD TO ADMINISTER THE DISCRETIONARY OPTION GRANT AND
STOCK ISSUANCE PROGRAMS WITH RESPECT TO ELIGIBLE PERSONS OTHER THAN SECTION 16
INSIDERS.
Y.
SECTION 16 INSIDER SHALL MEAN AN OFFICER OR DIRECTOR OF THE
CORPORATION SUBJECT TO THE SHORT-SWING PROFIT LIABILITIES OF SECTION 16 OF THE
1934 ACT.
Z.
SERVICE SHALL MEAN THE PERFORMANCE OF SERVICES FOR THE CORPORATION
(OR ANY PARENT OR SUBSIDIARY) BY A PERSON IN THE CAPACITY OF AN EMPLOYEE, A
NON-EMPLOYEE MEMBER OF THE BOARD OF DIRECTORS, OR AN INDEPENDENT CONTRACTOR,
EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED IN THE DOCUMENTS EVIDENCING
THE OPTION GRANT OR STOCK ISSUANCE.
AA.
STOCK EXCHANGE SHALL MEAN EITHER THE AMERICAN STOCK EXCHANGE OR THE
NEW YORK STOCK EXCHANGE.
BB.
STOCK ISSUANCE AGREEMENT SHALL MEAN THE AGREEMENT ENTERED INTO BY
THE CORPORATION AND THE PARTICIPANT AT THE TIME OF ISSUANCE OF SHARES OF COMMON
STOCK UNDER THE STOCK ISSUANCE PROGRAM.
CC.
STOCK ISSUANCE PROGRAM SHALL MEAN THE STOCK ISSUANCE PROGRAM IN
EFFECT UNDER ARTICLE THREE OF THE PLAN.
DD.
SUBSIDIARY SHALL MEAN ANY CORPORATION (OTHER THAN THE CORPORATION)
IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE CORPORATION, PROVIDED
EACH CORPORATION (OTHER THAN THE LAST CORPORATION) IN THE UNBROKEN CHAIN OWNS,
AT THE TIME OF THE DETERMINATION, STOCK POSSESSING FIFTY PERCENT (50%) OR MORE
OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK IN ONE OF THE OTHER
CORPORATIONS IN SUCH CHAIN.
EE.
WITHHOLDING TAXES SHALL MEAN THE FEDERAL, STATE AND LOCAL INCOME
AND EMPLOYMENT WITHHOLDING TAXES TO WHICH THE HOLDER OF NON-STATUTORY OPTIONS OR
UNVESTED SHARES OF COMMON STOCK MAY BECOME