Juno 2013 Annual Report Download - page 267

Exhibit 10.32
TRANSITION AND SEPARATION AGREEMENT
This Transition and Separation Agreement (the “ Agreement”) is made as of January 24, 2014 by and between United Online, Inc., a Delaware
corporation (the “Company”), and Neil P. Edwards (“Executive”). The Company and Executive are collectively referred to herein as the “ Parties”. Capitalized
terms not defined herein will have the meanings ascribed to them in the Employment Agreement (as defined below).
WHEREAS, the Company and Executive are parties to that certain employment agreement dated as of October 21, 2011, as amended as of
January 25, 2013 and July 29, 2013 (the “ Employment Agreement”), pursuant to which Executive currently serves as Executive Vice President and Chief
Financial Officer of the Company;
WHEREAS, the Parties desire to terminate their employment relationship and to terminate the Employment Agreement (except as otherwise explicitly
provided herein);
WHEREAS, the Company desires to engage the services of Executive as a consultant to the Company pursuant to the terms of the Consulting
Agreement entered into as of the date hereof, the form of which is attached hereto as Exhibit A (the “Consulting Agreement”) following termination of
Executive’s employment with the Company, and Executive desires to accept such engagement pursuant to the Consulting Agreement.
NOW, THEREFORE, for and in consideration of the promises and the consideration more fully set forth herein, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, the Company and Executive mutually agree as follows:
1. Resignation as Officer and Separation Date. Executive’s separation from the Company will be effective as of March 7, 2014 or, if later,
the day after the date on which the Company’s Form 10-K with respect to 2013 is filed (the “ Separation Date”). Executive shall resign from his position as
an officer of the Company and any other positions he may hold with the Company or any of its affiliates as of the Separation Date, and Executive agrees that
he will execute any and all documents necessary to effect such resignations. The Parties acknowledge and agree that Executive’s separation shall not be
deemed “for cause” or “without cause” or for “Good Reason” as defined in the Employment Agreement.
2. Employment Through Separation Date. During the period from the date of this Agreement through the Separation Date, Executive will
continue to be employed by the Company as Executive Vice President and Chief Financial Officer of the Company in accordance with terms of his
Employment Agreement and in a manner consistent with past services in such roles.