Exhibit 10.14
June 27, 2005
Matt Wisk
3506 Waverly
Palo Alto, California 34306
Dear Matt,
This letter sets forth the terms and conditions of your employment with United
Online, Inc. (the "Company").
1.
POSITION.
YOU WILL SERVE IN A FULL-TIME CAPACITY AS EXECUTIVE
VICE PRESIDENT, CHIEF MARKETING OFFICER OF THE COMPANY.
YOUR EMPLOYMENT WITH
THE COMPANY WILL COMMENCE ON A DATE (THE "COMMENCEMENT DATE") TO BE DETERMINED
BY YOU, WHICH COMMENCEMENT DATE WILL BE NO LATER THAN AUGUST 5, 2005.
YOU WILL
REPORT TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY.
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 4 WEEKS OF PAID VACATION EACH YEAR,
PURSUANT TO THE COMPANY'S STANDARD VACATION POLICY.
3.
BONUS.
A.
SIGNING BONUS.
WITHIN SEVEN (7) DAYS FOLLOWING THE COMMENCEMENT
DATE, YOU WILL RECEIVE A SIGNING BONUS (THE "SIGNING BONUS") IN AN AMOUNT EQUAL
TO THE SUM OF (I) THE AMOUNT OF THE SIGNING BONUS YOU FORFEITED UPON TERMINATION
OF YOUR EMPLOYMENT WITH TIVO (UP TO A MAXIMUM OF $100,000 AND SUBJECT TO THE
COMPANY'S RECEIPT OF VERIFICATION THEREOF), AND (II) THE VALUE OF THE 75,000
UNVESTED STOCK OPTIONS YOU FORFEITED UPON TERMINATION OF YOUR EMPLOYMENT WITH
TIVO (ASSUMED TO BE VALUED AT $201,750); PROVIDED, HOWEVER, THAT THE SIGNING
BONUS WILL IN NO EVENT EQUAL LESS THAN $150,000.
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.
B.
ANNUAL BONUS.
FOR FISCAL YEAR 2005, YOU WILL RECEIVE A BONUS
EQUAL TO $150,000, PAYABLE NO LATER THAN MARCH 31, 2006, CONCURRENTLY WITH THE
COMPANY'S PAYMENT OF FISCAL YEAR 2005 BONUSES TO ITS OTHER EXECUTIVE OFFICERS,
PROVIDED THAT YOU CONTINUE TO BE EMPLOYED BY THE COMPANY WHEN SUCH BONUSES ARE
PAID.
FOR FISCAL YEAR 2006, YOU WILL BE ELIGIBLE TO PARTICIPATE IN A BONUS
PROGRAM WITH ELIGIBILITY FOR UP TO 100% OF YOUR ANNUAL BASE SALARY.
THE
CRITERIA FOR A BONUS IN FISCAL YEAR 2006 AND THE AMOUNT OF SUCH BONUS WILL BE
DETERMINED BY THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF.
4.
STOCK OPTIONS; RESTRICTED STOCK UNITS.
a.
Stock Options.
On or about the Commencement Date, you will be