Juno 2013 Annual Report Download - page 272

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties hereby execute this Agreement as of the first date set forth below.
NEIL P. EDWARDS
DATED: 1/24/14 /s/ Neil P. Edwards
UNITED ONLINE, INC.
DATED: January 24, 2014 By: /s/ Francis Lobo
Name: Francis Lobo
Title: President and Chief Executive Officer
EXHIBIT A
CONSULTING AGREEMENT
This Consulting Agreement (this “ Agreement”), is made and entered into as of January 24, 2014, by and between United Online, Inc., a Delaware
corporation (the “Company”), and Neil P. Edwards (“Consultant”).
RECITALS
WHEREAS, Consultant has served as the Executive Vice President and Chief Financial Officer of the Company;
WHEREAS, pursuant to the terms of the Transition and Separation Agreement, dated as of January 24, 2014 (the “ Separation Agreement”)
Consultant’s employment is terminating as of the Separation Date, as defined in the Separation Agreement (the “ Effective Date”); and
WHEREAS, the Company desires to retain the services of Consultant following the Effective Date, subject to the terms and provisions of this
Agreement.
NOW, THEREFORE, in consideration of the above recitals and for and in consideration of the mutual promises set forth below, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Consulting Period. The Company hereby engages Consultant as a consultant, subject to the terms and provisions of this Agreement, for
the period commencing from the Effective Date and continuing through the date which is two (2) months following the Effective Date (the “ Consulting
Period”). Notwithstanding the foregoing, the Consulting Period shall be subject to earlier termination pursuant to Sections 3 and 6 hereof.
2. Consulting Services. Consultant shall cooperate and provide his assistance in effectuating a smooth transition of his duties and
responsibilities to his successor (or other person or persons as may be requested by the Chief Executive Officer of the Company) by providing advice and
assistance as to general transitional matters relating to the areas in which Consultant provided services while he was an employee of the Company (such advice
and assistance, the “Consulting Services”). During the Consulting Period, Consultant shall devote his efforts and attention to the business of the Company
on an as needed basis as reasonably requested by the Company, with such services not to exceed thirty-two (32) hours monthly, and not to exceed two
(2) hours per day unless there has been prior written notice to and written agreement from Consultant (which written notice and agreement may be conducted
via email correspondence between Consultant and Company). The parties acknowledge that the level of services which are required under the Consulting
Agreement are such that the date of Executive’s “separation from