Juno 2013 Annual Report Download - page 253

Equity Compensation
In addition to the cash compensation described above, you will receive a one-time equity hiring “inducement” grant, with a grant date value equal to $1.0
million. Such $1.0 million value will be divided as follows: (i) 50% of the award value will be granted as non-qualified stock options to purchase shares of
United Online common stock (the “Stock Options”), with a per share exercise price equal to the per share fair market value of our common stock on the grant
date; and (ii) 50% of the award value will be granted as restricted stock units (“ RSUs”).
The Stock Options and RSUs will be granted by the Board at its next regularly scheduled meeting. The number of Stock Options and RSUs will be
determined in the sole discretion of the Board, and will be subject to the terms and conditions, including with respect to vesting and exercise, as set forth in the
respective individual award agreements and the governing stock incentive plan. Notwithstanding the generality of the foregoing, no Stock Options or RSUs
will vest earlier than the first anniversary of the Commencement Date.
You will also be eligible to receive annual long-term incentive equity grants as determined by the Board and/or the Compensation Committee of the Board,
pursuant to the terms of the applicable stock incentive plan then maintained by the Company on the same or similar terms as similarly situated employees.
The hiring inducement award is intended to be the annual award for 2014 and the next regularly scheduled date for eligibility is expected to be in 2015.
Benefits
You will be eligible to participate in each of the Company’s employee benefit plans that is made generally available either to the Company’s employees or to the
Company’s senior executives and for which you satisfy the applicable eligibility requirements. You will be entitled to paid vacation time each year in an
amount as determined in accordance with the Company’s standard vacation policy.
In addition, the Company will promptly reimburse you for all reasonable and necessary business expenses you incur in connection with the business of the
Company and the performance of your duties hereunder (including expenses associated with the travel requirements set forth in the third paragraph of this
letter) upon your submission of reasonable and timely documentation of those expenses in accordance with the Company’s relevant policies.
Policies; Procedures; Proprietary Information and Inventions Agreement; Indemnification Agreement
As an employee of the Company, you will be expected to abide by all of the Company’s policies and procedures, including (without limitation) the terms of
your Proprietary Information and Inventions Agreement with the Company (which is attached hereto), the Insider Trading Policy, the Code of Ethics and the
Employee Handbook. You and the Company will enter into the Company’s standard form of Indemnification Agreement for directors and officers effective as
of the Commencement Date.