Classmates.com 2008 Annual Report Download - page 208
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Exhibit 10.44
UNITED ONLINE, INC.
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Robert J.
Taragan (the “Participant”) to be effective as of January 1, 2009.
RECITALS
A.
Participant is a party to four Restricted Stock Unit Issuance Agreements with the Corporation pursuant to which Participant
will become entitled to receive shares of Common Stock that vest under the restricted stock units evidenced by those agreements. The Restricted
Stock Unit Issuance Agreements covering the grants awarded on March 24, 2005, August 15, 2007 and February 15, 2008 are collectively
referred to hereinafter as the “Form Agreements”. The Restricted Stock Unit Issuance Agreement covering the grant awarded on February 15,
2007 is referred to hereinafter as the “February 2007 Agreement” and together with the Form Agreements are collectively referred to hereinafter
as the “Restricted Stock Unit Issuance Agreements”.
B.
The purpose of this Amendment Agreement is to bring each of those Restricted Stock Unit Issuance Agreements, to the extent
they pertain to restricted stock units that were not vested as of December 31, 2004, into documentary compliance with the applicable provisions
of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
C.
The Restricted Stock Unit Issuance Agreements are more particularly identified in attached Schedule I.
D.
All capitalized terms in this Amendment Agreement shall have the same meanings assigned to them in the applicable
Restricted Stock Unit Issuance Agreement.
NOW, THEREFORE
, it is agreed the Restricted Stock Unit Issuance Agreements are hereby amended as follows, effective January 1,
2009:
1.
The Issuance Schedule set forth in Paragraph 1 of each Restricted Stock Unit Issuance Agreement is hereby amended in its
entirety to read as follows:
“The Shares in which the Participant vests in accordance with the regular Vesting Schedule set forth above shall be issued,
subject to the Corporation’s collection of all applicable Withholding Taxes, on the applicable vesting date specified for those Shares in
such Vesting Schedule or as soon thereafter as administratively practicable, but in no event later than the close of the calendar