Classmates.com 2010 Annual Report Download - page 311

other calendar year. Employee’s right to receive such reimbursements may not be exchanged or liquidated for any other benefit.
(d) Employee will receive a signing bonus in the amount of $75,000, less applicable withholding and payroll taxes, which will be
paid in a lump sum within thirty (30) days following the Effective Date.
3. Bonus. For each fiscal year of the Company during the Term of this Agreement, Employee will be eligible to participate in a bonus
program with a target bonus set by the Board of Directors in an amount of up to 100% of Employee’s annual rate of base salary. The
performance criteria for purposes of determining Employee’s actual bonus for each fiscal year will be established by the Board of Directors, and
Employee’s annual bonus for one or more of those fiscal years may be increased to include any additional amounts approved by the Board of
Directors. Except as otherwise determined by the Board of Directors or set forth herein, Employee will not be entitled to a bonus payment for
any fiscal year unless Employee is employed by, and in good standing with, the Company at the time such bonus payment is paid. Employee’s
bonus payment for each fiscal year shall in no event be paid later than the 15th day of the third month following the end of the Company’s fiscal
year for which such bonus is earned.
4. Restricted Stock Units and Other Equity Awards.
(a) On February 15, 2011 (the “ Grant Date ”), Employee will be awarded restricted stock units covering 150,000 shares of the
common stock (“ Common Stock ”) of United Online, Inc. (the “ Initial RSU Award ”). The Initial RSU Award will be granted under
the United Online, Inc. 2010 Incentive Compensation Plan (the “ Plan ”) and will be subject to the standard terms and conditions set
forth in the Plan and the standard form restricted stock unit agreement for employee awards under such Plan, including dividend-
equivalent rights with respect to the shares covered by the Initial RSU Award. The Initial RSU Award will vest, and the underlying
shares will be issued, in a series of successive equal annual installments over the Employee’s period of continued employment with the
Company or any majority or greater owned subsidiary of United Online, Inc. in accordance with following service-vesting schedule:
(i) Twenty-five percent (25%) of the total number of shares of Common Stock subject to the Initial RSU Award will vest and
become issuable on each of the first two one-year anniversaries of the Grant Date (February 15, 2012 and February 15, 2013), provided
Employee continues in the employ of the Company or any majority or greater owned subsidiary of United Online, Inc. through each
such annual vesting date.
(ii) The remaining fifty percent (50%) of the total number of shares of Common Stock subject to the Initial RSU Award
will vest and become issuable upon Employee’s continuation in the employ of the Company or any majority or greater owned
subsidiary of United Online, Inc. through the third one-year anniversary of the Grant Date (February 15, 2014).
(b) If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is
defined below) during the Term, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below,
any and all
equity awards Employee holds on the date of such termination (other than any equity award granted after the Effective Date that
expressly provides to the contrary) will vest on an accelerated basis as to that number of additional shares in which Employee would
have otherwise been vested at the time of such termination had Employee completed an additional twelve (12) months of employment
with the Company and had each applicable equity award been structured so as to vest in successive equal monthly installments over the
vesting schedule for that award. In
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