Exhibit 10.18
June 1, 2006
Jeremy Helfand
Dear Jeremy,
This letter sets forth the terms and conditions of your employment with United
Online, Inc. (the "Company").
1.
POSITION.
YOU WILL SERVE AS EXECUTIVE VICE PRESIDENT, SALES AND
CHIEF SALES OFFICER OF THE COMPANY.
YOU WILL REPORT TO ME AS THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY AND YOU AGREE TO DEVOTE YOUR FULL-TIME
ATTENTION, SKILL AND EFFORTS TO THE PERFORMANCE OF YOUR DUTIES FOR THE COMPANY.
YOUR EMPLOYMENT WITH THE COMPANY WILL COMMENCE ON A DATE (THE "COMMENCEMENT
DATE") TO BE DETERMINED BY YOU, WHICH DATE WILL BE NO LATER THAN JULY 1, 2006.
2.
SALARY AND BENEFITS.
YOU WILL BE PAID A SALARY AT THE ANNUAL
RATE OF $350,000, PAYABLE IN BI-WEEKLY INSTALLMENTS IN ACCORDANCE WITH THE
COMPANY'S STANDARD PAYROLL PRACTICES, SUBJECT TO ANY INCREASES AS DETERMINED BY
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS") FROM TIME TO
TIME.
YOU WILL BE ELIGIBLE TO PARTICIPATE IN THE COMPANY'S EMPLOYEE BENEFITS
PLANS, INCLUDING ITS 401(K) PLAN.
IN ADDITION, YOU WILL BE ENTITLED TO
PARTICIPATE IN THE COMPANY'S EXEC-U-CARE MEDICAL REIMBURSEMENT INSURANCE PLAN SO
LONG AS SUCH PLAN IS MADE GENERALLY AVAILABLE TO THE COMPANY'S SENIOR
EXECUTIVES.
YOU WILL BE ENTITLED TO A MINIMUM OF 4 WEEKS OF PAID VACATION EACH
YEAR OR SUCH GREATER AMOUNT AS DETERMINED IN ACCORDANCE WITH THE COMPANY'S
STANDARD VACATION POLICY.
THE COMPANY WILL REIMBURSE YOU (OR PAY) FOR CERTAIN
RELOCATION EXPENSES AS SET FORTH IN EXHIBIT A ATTACHED HERETO.
3.
BONUS.
A.
SIGNING BONUS.
WITHIN SEVEN (7) DAYS FOLLOWING THE COMMENCEMENT
DATE, YOU WILL RECEIVE A SIGNING BONUS (THE "SIGNING BONUS") EQUAL TO $100,000.
IN THE EVENT YOUR EMPLOYMENT WITH THE COMPANY IS TERMINATED PRIOR TO THE ONE
(1)-YEAR ANNIVERSARY OF THE COMMENCEMENT DATE (I) BY THE COMPANY "FOR CAUSE" (AS
DEFINED BELOW) OR (II) BY YOU OTHER THAN AS A RESULT OF DEATH, "DISABILITY" OR
FOR "GOOD REASON" (EACH TERM AS DEFINED BELOW), YOU WILL PAY THE COMPANY THE
FULL AMOUNT OF THE SIGNING BONUS WITHIN FOURTEEN (14) DAYS FOLLOWING THE DATE OF
TERMINATION (IT BEING UNDERSTOOD THAT YOU WILL ONLY HAVE TO PAY THE NET AMOUNT
OF THE SIGNING BONUS (I.E., THE FULL AMOUNT OF THE SIGNING BONUS LESS THE AMOUNT
OF TAX WITHHOLDINGS) IF SUCH TERMINATION OCCURS IN THE SAME TAX YEAR AS THE
PAYMENT OF THE SIGNING BONUS AND THE APPLICABLE GOVERNMENTAL AUTHORITIES RETURN
TO THE COMPANY THE AMOUNT OF SUCH TAX WITHHOLDINGS PREVIOUSLY PAID THERETO).
B.
ANNUAL BONUS.
FOR FISCAL YEAR 2006, YOU WILL RECEIVE A BONUS
EQUAL TO NO LESS THAN $175,000.
THE BONUS AMOUNT WILL BE DETERMINED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, AND THE BONUS WILL BE PAYABLE
NO LATER THAN MARCH 31, 2007, CONCURRENTLY WITH THE COMPANY'S PAYMENT OF FISCAL
YEAR 2006 BONUSES TO ITS OTHER EXECUTIVE OFFICERS, PROVIDED THAT YOU CONTINUE TO
BE EMPLOYED BY THE COMPANY WHEN SUCH BONUSES ARE PAID.
FOR FISCAL YEARS 2007
AND 2008, YOU WILL BE ELIGIBLE TO PARTICIPATE IN A BONUS PROGRAM