Classmates.com 2010 Annual Report Download - page 236

Exhibit 10.17
EMPLOYMENT AGREEMENT
This Employment Agreement (the “ Agreement ”) is made and entered into effective the 6th day of December, 2010 by and
between United Online, Inc., a Delaware corporation (the “ Company ”), with principal corporate offices at 21301 Burbank Boulevard,
Woodland Hills, California 91367, and Mark R. Goldston, whose address is 21301 Burbank Boulevard, Woodland Hills California 91367 (“
Employee ”).
WHEREAS, Employee and the Company had previously entered into an employment agreement (the “ Prior Agreement ”)
effective April 3, 2007, amended as of August 22, 2007 and amended and restated effective as of January 1, 2009;
WHEREAS, effective as of the date hereof, Employee and the Company desire to enter into a new employment agreement to
replace the Prior Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT
1.1
The Company hereby agrees to continue to employ Employee, and Employee hereby accepts such continued
employment, on the terms and conditions set forth herein, commencing the date hereof and continuing through December 21, 2015 (as extended
pursuant to Section 1.2 below, the “ Term ”), unless this Agreement expires or Employee is terminated earlier as provided in Section 4 below.
Employee’s place of employment shall be the in the greater Los Angeles metropolitan area.
1.2
On December 21, 2011 and on each succeeding December 21, the term of this Agreement shall automatically be
extended for one additional year unless, on or prior to September 21 of the relevant year, either Employee or the Company has delivered a notice
that such automatic extension shall not occur.
2.
DUTIES OF EMPLOYEE
2.1
Employee shall serve as the Chief Executive Officer and, if elected to the Board of Directors of the Company (the “
Board ”), as Chairman of the Board. During Employee’s service as Chairman of the Board Employee shall also serve as Chairman of the
Company. In these capacities, Employee shall perform such customary, appropriate and reasonable executive duties as are usually performed by
the Chief Executive Officer and Chairman, including such executive duties as are delegated to him from time to time by the Board or a
committee thereof.
2.2
Employee agrees to devote Employee’s good faith, full time, attention, skill and efforts to the performance of his
duties for the Company during the Term; provided, however, this paragraph shall not preclude Employee from writing and promoting books or
other published materials, engaging in civic, charitable or religious activities, or from serving on boards of directors of companies or
organizations that do not present any conflict with the interests of the Company or otherwise adversely affect Employee’s performance of the
services required under this Agreement. This Agreement also shall not be interpreted to prohibit Employee from making personal investments
(including the purchase of interests in professional sports teams) and overseeing or participating in management of entities