Juno 2014 Annual Report Download - page 135
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This Employee Stock Purchase Plan is intended to promote the interests of United Online, Inc., a Delaware corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in an employee stock purchase plan
designed to qualify under Section 423 of the Code. The Plan shall be effective upon the consummation of the transactions contemplated by the Separation
and Distribution Agreement between the Corporation and FTD Companies, Inc., a Delaware corporation (“FTD”), whereby the Corporation and FTD will be
separated into two independent, publicly-traded companies (the date of such transaction, the “Spin-Off Date”), subject to the provisions of Section IV(E) of
the Plan.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall
be final and binding on all parties having an interest in the Plan.
A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to
1,309,244 shares.
B. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary
dividend or distribution, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and class of securities issuable
under the Plan, (ii) the maximum number and class of securities purchasable per Participant during any offering period and on any one Purchase Date during
that offering period, (iii) the maximum number and class of securities purchasable in total by all Participants under the Plan on any one Purchase Date and
(iv) the number and class of securities and the price per share in effect under each outstanding purchase right. The adjustments shall be made in such manner
as the Plan Administrator deems appropriate, and such adjustments shall be final, binding and conclusive.