PAYROLL PRACTICES, SUBJECT TO SUCH
INCREASES AS MAY BE DETERMINED FROM TIME TO TIME BY THE COMPANY.
(B)
YOU WILL BE ELIGIBLE TO PARTICIPATE IN THE
EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401(K) PLAN, THAT ARE MADE GENERALLY
AVAILABLE TO THE COMPANY'S SENIOR EXECUTIVES.
YOU WILL BE ENTITLED TO A MINIMUM
OF FOUR (4) WEEKS OF PAID VACATION EACH YEAR OR SUCH GREATER AMOUNT AS
DETERMINED IN ACCORDANCE WITH THE STANDARD VACATION POLICY IN EFFECT FOR THE
COMPANY.
(C)
THE COMPANY WILL PROMPTLY REIMBURSE YOU FOR
ALL REASONABLE AND NECESSARY BUSINESS EXPENSES YOU INCUR IN CONNECTION WITH THE
BUSINESS OF THE COMPANY AND THE PERFORMANCE OF YOUR DUTIES HEREUNDER UPON YOUR
SUBMISSION OF REASONABLE AND TIMELY DOCUMENTATION OF THE EXPENSES.
3.
(A)
ANNUAL BONUS.
FOR EACH FISCAL YEAR OF THE COMPANY DURING YOUR PERIOD OF
EMPLOYMENT, YOU WILL BE ELIGIBLE TO PARTICIPATE IN A BONUS PROGRAM WITH
ELIGIBILITY FOR UP TO 100% OF YOUR ANNUALIZED BASE SALARY EXCEPT AS PROVIDED
BELOW.
THE PERFORMANCE CRITERIA FOR PURPOSES OF DETERMINING YOUR ACTUAL BONUS
FOR EACH FISCAL YEAR WILL BE ESTABLISHED BY THE COMPANY.
YOUR ANNUAL BONUS WILL
BE INCREASED TO INCLUDE ANY INCREASES IN YOUR ANNUAL BONUS AS APPROVED BY THE
COMPANY.
EXCEPT AS OTHERWISE DETERMINED BY THE COMPANY OR AS SET FORTH HEREIN,
YOU WILL BE ENTITLED TO A BONUS AWARD ONLY IF YOU ARE EMPLOYED BY AND IN GOOD
STANDING WITH THE COMPANY ON THE DATE BONUS PAYMENTS ARE PAID FOR THAT FISCAL
YEAR.
NOTWITHSTANDING THE FOREGOING, IT IS ANTICIPATED THAT, FOLLOWING THE
EFFECTIVE DATE, THE FISCAL YEAR OF THE COMPANY WILL BE CHANGED SO AS TO END ON
DECEMBER 31 INSTEAD OF JUNE 30, AND THAT FOR THE FISCAL YEAR ENDING DECEMBER 31,
2008, ANY BONUS YOU ARE ELIGIBLE TO RECEIVE WILL BE PRORATED.
(B)
TRANSACTION BONUS.
SUBJECT TO AND UPON
CONSUMMATION OF THE MERGER, YOU WILL RECEIVE A TRANSACTION BONUS IN THE AMOUNT
OF $250,000.00, WHICH WILL BE PAID IN A LUMP SUM WITHIN TEN (10) BUSINESS DAYS
FOLLOWING THE EFFECTIVE DATE.
4.
RESTRICTED STOCK UNIT AND OTHER EQUITY
AWARDS.
(A)
EFFECTIVE ON THE 15TH DAY OF THE SECOND
MONTH OF THE CALENDAR QUARTER COINCIDING WITH OR NEXT FOLLOWING THE EFFECTIVE
DATE (THE "AWARD DATE"), YOU WILL BE AWARDED RESTRICTED STOCK UNITS COVERING
30,000 SHARES OF THE UNITED ONLINE'S COMMON STOCK (THE "RSU AWARD").
THE RSU
AWARD WILL BE GRANTED UNDER A STOCK PLAN OF UNITED ONLINE (THE "PLAN") AND WILL
BE SUBJECT TO THE STANDARD TERMS AND CONDITIONS SET FORTH IN THE PLAN AND THE
STANDARD FORM RESTRICTED
2
stock unit agreement for employee awards under such Plan.
Your RSU Award will
vest, and the underlying shares will be issued, according to the following
schedule subject to your continued employment with the Company through such
vesting dates:
twenty-five percent (25%) of the RSU Award will vest on each
succeeding anniversary date of the Award Date.
(B)
EXCEPT AS SET FORTH IN SECTION 4(C) OF THIS
AGREEMENT, IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY "WITHOUT CAUSE" OR