Juno 2012 Annual Report Download - page 182

Exhibit 10.27
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the “Amendment”) is made by and between United Online, Inc., a Delaware corporation (the “ Company”), and Charles
B. Ammann (the “Employee”), effective as of January 25, 2013.
RECITALS
WHEREAS, the Company and the Employee entered into an Employment Agreement on February 7, 2011 (the “ Agreement”); and
WHEREAS, the Company and the Employee now wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned, intending to be legally bound hereby, agree as follows:
1. The third paragraph following Section 7(b)(III) of the Agreement is hereby amended and restated to read as follows:
If Employee’s employment is terminated by the Company “without cause” (as defined below) or if Employee terminates his employment
with the Company for “good reason” (as defined below) during the Term and within the twenty-four (24) month period beginning on the
effective date of a Qualifying Change in Control (as defined below), the Separation Payment to which Employee becomes entitled under
this Section 7(b) or under Section 7(a) above upon Employee’s satisfaction of the Release Condition will be payable in a single lump-sum
payment on the first regular payday for the Company’s salaried employees, within the sixty (60)-day period following the date of
Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or
Employee’s resignation for “good reason” (as defined below), on which Employee’s executed Release is effective and enforceable in
accordance with its terms following the expiration of the applicable revocation period in effect for that Release. However, should such
sixty (60)-day period span two taxable years, then such payment shall be made during the portion of that period that occurs in the second
taxable year. Any Separation Payment to which Employee becomes entitled hereunder in connection with a termination following a
Change in Control other than a Qualifying Change in Control will be paid in installments as set forth in the immediately preceding
paragraph of this Section 7(b). For purposes of this Agreement, a “ Change in Control” shall have the meaning assigned to such term
in the Company’s 2010 Incentive Compensation Plan (or successor thereto), and a “ Qualifying Change in Control” shall mean the
date on which there occurs a “Change in Control” (as defined above)