Classmates.com 2003 Annual Report Download - page 79

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employment of Employee by the Company, other than the Confidentiality and Proprietary Agreement, and constitutes the entire
agreement between the Company and the Employee with respect to its subject matter.
8.2 This Agreement may not be amended, supplemented, modified or extended, except by written agreement which expressly refers
to this Agreement, which is signed by each of the parties hereto and which is authorized by the Company's Board.
8.3 This Agreement is made in and shall be governed by the laws of California, without giving effect to its conflicts-of-law
principles.
8.4 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 parties' intent. To the extent any provision cannot be construed
to be enforceable, such provision shall be deemed to be eliminated from this Agreement and of no force or effect and the
remainder of this Agreement shall otherwise remain in full force and effect and be construed as if such portion had not been
included in this Agreement.
8.5 Employee represents and warrants to the Company that there is no restriction or limitation, by reason of any agreement or
otherwise, upon Employee's right or ability to enter into this Agreement and fulfill his obligations under this Agreement.
8.6 All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by first-
class mail,
postage prepaid, registered or certified, or delivered either by hand, by messenger or by overnight courier service, and addressed
to the receiving party at the respective address set forth in the heading of this Agreement, or at such other address as such party
shall have furnished to the other party in accordance with this Section 8.6 prior to the giving of such notice or other
communication.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above.
6
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Exhibit 10.8
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Exhibit 10.9
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement") is made and entered into effective as of the 27
th
day of
January 2004, by and between United Online, Inc., a Delaware corporation (the "Company"), with principal corporate offices at 2555
Townsgate Road, Westlake Village, California 91361, and Frederic A. Randall, Jr., whose address is 432 Isabella Terrace, Corona del Mar,
California 92625 ("Employee").
WHEREAS, the Employee had previously entered into an employment agreement (the "Prior Agreement") effective March 20, 1999, with
UNITED ONLINE, INC.
By:
/s/ MARK GOLDSTON
Mark Goldston, Chief Executive Officer
/s/ CHARLES S. HILLIARD
Charles S. Hilliard