Classmates.com 2003 Annual Report Download - page 84

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Exhibit 10.10
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 Brian Woods, whose address is 26620 West Alsace Drive, Calabasas, California
91302 ("Employee").
WHEREAS, the Employee had previously entered into an employment agreement (the "Prior Agreement") effective December 1, 1999,
with NetZero, Inc., a wholly-owned subsidiary of the Company; and
WHEREAS, the Prior Agreement was amended effective February 9, 2001 and October 1, 2003 and that, effective as of the date hereof,
the Employee and the Company desire to further amend the Prior Agreement.
NOW THEREFORE, the Employee and the Company hereby amend and restate the Prior Agreement as follows.
1. Employment.
1.1 The Company hereby agrees to employ Employee, and Employee hereby accepts such employment, on the terms and conditions
set forth herein, commencing the date hereof, and continuing through February 9, 2008 (the "Term"), unless such employment is
terminated earlier as provided in Section 4 below. Employee's place of employment shall be in the greater Los Angeles
metropolitan area.
2. Duties of Employee .
2.1 Employee shall serve as Executive Vice President and Chief Marketing Officer of the Company. In this capacity, Employee
shall perform such customary, appropriate and reasonable executive duties as are usually performed by the Chief Marketing
Officer, including such duties as are delegated to him from time to time by the Board of Directors of the Company or a
committee thereof (the "Board"). Employee shall report directly to the Company's Chief Executive Officer.
2.2 Employee agrees to devote Employee's full time, attention, skill and efforts to the performance of his duties for the Company
during the Term. This Agreement shall not be interpreted to prohibit Employee from making passive personal investments or
engaging in charitable and public service activities if such activities do not materially interfere with the services required under
this Agreement.
3. Compensation and Other Benefits .
3.1 Base Salary . During the Term, the Company shall pay to Employee a base per fiscal year equal to Employee's current base
salary (the "Base Salary"), with payments to be made in accordance with the Company's standard payment policy and subject to
such withholding as may be required by law. Employee's Base Salary shall be increased to include any increases in Employee's
base salary as approved by the Board.
3.2 Bonus . During the Term, the Employee shall also be eligible to receive an annual cash bonus of up to 100% of Employee's base
salary for each fiscal year (the "Annual Bonus"), less withholding required by law, based on performance criteria established by
the Board. Employee's Annual Bonus shall be increased to include any increases in Employee's annual
1
bonus as approved by the Board. Employee shall not be eligible to receive any unpaid Annual Bonus if his employment
hereunder is terminated pursuant to either Section 4.1, or if Employee voluntarily resigns.
3.3 Restricted Stock Grant . Employee shall be entitled to purchase 100,000 shares of the Company's common stock, par value
$0.0001 per share (the "Restricted Shares") at par value for an aggregate cash purchase price of Ten Dollars ($10.00). Except as
otherwise provided in Section 4.2, in the event of a termination of Employee's employment before all Restricted Shares are
released from the Company's Repurchase Option (as defined below), the Company shall have the option to repurchase all or any
portion of the Restricted Shares at such time at the original cash purchase price per share (the "Repurchase Option"). The
Company shall hold the Restricted Shares in escrow until the Company exercises its Repurchase Option or the Restricted Shares
are released from the Repurchase Option. All of the Restricted Shares shall be released from the Repurchase Option (such
released shares, the "Released Shares") on January 27, 2008. Upon the release of the Restricted Shares from the Repurchase
Option, the Company shall deliver to Employee a stock certificate representing such Released Shares, less a number of Released