RESIDENTS, ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF
DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
22.
SUBROGATION.
IN THE EVENT OF PAYMENT UNDER
THIS AGREEMENT, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO
ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE WHO SHALL EXECUTE ALL DOCUMENTS
REQUIRED AND SHALL DO ALL ACTS THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS AND
TO ENABLE THE COMPANY EFFECTIVELY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
23.
AMENDMENT AND TERMINATION.
NO AMENDMENT,
MODIFICATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS IT IS IN WRITING SIGNED BY ALL PARTIES HERETO. NO WAIVER OF ANY OF THE
PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY
OTHER PROVISIONS HEREOF (WHETHER OR NOT SIMILAR) NOR SHALL SUCH WAIVER
CONSTITUTE A CONTINUING WAIVER.
24.
INTEGRATION AND ENTIRE AGREEMENT.
THIS
AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO AND
SUPERSEDES AND MERGES ALL PREVIOUS WRITTEN AND ORAL NEGOTIATIONS, COMMITMENTS,
UNDERSTANDINGS AND AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF BETWEEN THE
PARTIES HERETO.
25.
NO CONSTRUCTION AS EMPLOYMENT AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS GIVING INDEMNITEE ANY
RIGHT TO BE RETAINED IN THE EMPLOY OR SERVICE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES IN INDEMNITEE'S CURRENT CAPACITY OR ANY OTHER CAPACITY.
26.
CORPORATE AUTHORITY.
THE BOARD OF THE COMPANY
HAS APPROVED THE TERMS OF THIS AGREEMENT.
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
INDEMNITEE
Print Name:
Address:
UNITED ONLINE, INC.,
a Delaware corporation
By:
Mark R. Goldston
Chairman, President and Chief Executive Officer
Address:
13