Classmates.com 2008 Annual Report Download - page 178

Exhibit 10.23
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This amendment dated and effective January 1, 2009 (this “Amendment”), amends that certain Employment Agreement dated as of
August 15, 2007 (the “Original Agreement”) by and between United Online, Inc. (the “Company”) and Paul E. Jordan. Capitalized terms used
and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement.
RECITALS
WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), places certain restrictions, among other
things, as to the timing of distributions from nonqualified deferred compensation plans and arrangements; and
WHEREAS, the parties desire to amend the Original Agreement to comply with Section 409A of the Code.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto hereby agree as follows:
1. Two new sentences are hereby added to the end of Section 2(c) of the Original Agreement, as follows:
“In no event shall any expense be reimbursed later than the end of the calendar year following the calendar year in which that expense
was incurred, and the amounts reimbursed in any one calendar year shall not affect the amounts reimbursable in any other calendar year. Your
right to receive such reimbursements may not be exchanged or liquidated for any other benefit.”
2. A new sentence is hereby added to the end of Section 3 of the Original Agreement, as follows:
“
Your annual bonus award shall in no event be paid later than the 15th day of the third month following the end of your taxable year or,
if later, the end of the Company’s taxable year in which such bonus award is earned.”
3. A new sentence is hereby added to the end of each of Section 4(b) and 4(c) of the Original Agreement, as follows:
“Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit award, the shares of common
stock underlying the restricted stock units that vest on such an accelerated basis will be issued to you on the first business day, within the sixty
(60)-day period following the date of your cessation from service as a result of your termination “without cause” (as defined below) or your
resignation for “good reason” (as defined below), on which the executed Release required of you pursuant to Section 7(b) is effective and
enforceable in accordance with its terms following any applicable revocation period, or as soon thereafter as administratively practicable, but in
no event later than the last business day of that sixty (60)-day period on which such Release is effective and enforceable.”