Classmates.com 2003 Annual Report Download - page 83

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will be binding upon the Company and its successors and assigns. In the event of a Corporate Transaction, the Company shall cause this
Agreement to be assumed by the Company's successor as well as any acquiring or ultimate parent entity, if any, following any
Corporate Transaction.
8. Miscellaneous .
8.1 This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the
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.
5
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.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above.
7
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UNITED ONLINE, INC.
By:
/s/ MARK GOLDSTON
Mark Goldston, Chief Executive Officer
/s/ FREDERIC A. RANDALL, JR.
Frederic A. Randall, Jr.