in which the termination of
employment occurs shall, subject to the previous sentence of this Section,
instead be paid on the first business day following January 1st of the year
following your termination of employment.
8.
WITHHOLDING TAXES.
ALL FORMS OF
COMPENSATION PAYABLE PURSUANT TO THE TERMS THIS AGREEMENT, WHETHER PAYABLE IN
CASH, SHARES OF THE COMPANY'S COMMON STOCK OR OTHER PROPERTY, ARE SUBJECT TO
REDUCTION TO REFLECT THE APPLICABLE WITHHOLDING AND PAYROLL TAXES.
9.
ENTIRE AGREEMENT.
THIS AGREEMENT,
TOGETHER WITH THE CONFIDENTIALITY AGREEMENT, ANY HANDBOOKS, POLICIES AND
PROCEDURES IN EFFECT FROM TIME TO TIME AND THE APPLICABLE STOCK PLANS AND ANY
STOCK OPTION AGREEMENTS, RESTRICTED STOCK UNIT AGREEMENTS OR OTHER AGREEMENT
EVIDENCING THE EQUITY AWARDS MADE TO YOU FROM TIME TO TIME DURING YOUR PERIOD OF
EMPLOYMENT (INCLUDING, WITHOUT LIMITATION, THE RSU AWARD), CONTAINS ALL OF THE
TERMS OF YOUR EMPLOYMENT WITH THE COMPANY AND SUPERSEDE ANY PRIOR UNDERSTANDINGS
OR AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN,
BETWEEN OR AMONG YOU, UNITED ONLINE AND THE COMPANY, INCLUDING, WITHOUT
LIMITATION, THE PRIOR AGREEMENT; PROVIDED, HOWEVER, THAT IN THE EVENT THE MERGER
IS NOT CONSUMMATED, THE PRIOR AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
NOTHING HEREIN SHALL AFFECT ANY WRITTEN INDEMNIFICATION AGREEMENT BETWEEN YOU
AND THE COMPANY OR ANY OF ITS AFFILIATES IN EFFECT ON THE DATE HEREOF.
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 INTENT OF THE PARTIES.
TO THE EXTENT ANY PROVISION CANNOT BE
CONSTRUED TO BE ENFORCEABLE, SUCH PROVISION WILL BE DEEMED TO BE ELIMINATED FROM
THIS AGREEMENT AND OF NO FORCE OR EFFECT, AND THE REMAINDER OF THIS AGREEMENT
WILL OTHERWISE REMAIN IN FULL FORCE AND EFFECT AND BE CONSTRUED AS IF SUCH
PORTION HAD NOT BEEN INCLUDED IN THIS AGREEMENT. THIS AGREEMENT IS NOT
ASSIGNABLE BY YOU.
THIS AGREEMENT MAY BE ASSIGNED BY THE COMPANY TO ITS
AFFILIATES OR TO SUCCESSORS IN INTEREST TO THE COMPANY OR ITS LINES OF BUSINESS.
10.
AMENDMENT AND GOVERNING LAW.
THIS AGREEMENT
MAY NOT BE AMENDED OR MODIFIED EXCEPT BY AN EXPRESS WRITTEN AGREEMENT SIGNED BY
YOU AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY OR UNITED ONLINE.
THE
VALIDITY, INTERPRETATION, ENFORCEABILITY, AND PERFORMANCE OF THIS AGREEMENT AND
THE RESOLUTION OF ANY DISPUTES WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU AND THE COMPANY CONSENT
TO JURISDICTION AND VENUE IN ANY FEDERAL OR STATE COURT OF COMPETENT
JURISDICTION LOCATED IN THE CITY OF CHICAGO.
8
11.
SURVIVING PROVISIONS.
FOLLOWING ANY
TERMINATION OF THIS AGREEMENT, SECTIONS 5, 6, 7(E), 8, 9, 10 AND 11 WILL
SURVIVE, AND, IF YOUR EMPLOYMENT WITH THE COMPANY CONTINUES