Juno 2014 Annual Report Download - page 147

(iv) a merger, recapitalization, consolidation, or other transaction to which the Corporation is a party or the sale, transfer or
other disposition of all or substantially all of the Corporation’s assets if, in either case, the members of the Board immediately prior to consummation of the
transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity
acquiring the Corporation’s assets, as the case may be, or a parent thereof, or
(v) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority
of the Board members ceases for any reason to be comprised of individuals who either (A) have been Board members continuously since the beginning of
such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in
clause (A) who were still in office at the time the Board approved such election or nomination, but excluding for purposes of both clauses (A) and (B) any
person appointed or elected to the Board in connection with an actual or threatened proxy contest for Board membership or any other actual or threatened
solicitation of proxies for the election of Board members.
 shall mean the Internal Revenue Code of 1986, as amended.
 shall mean the Corporation’s common stock.
 shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance with Code
Section 424), whether now existing or subsequently established.
 shall mean United Online, Inc., a Delaware corporation, and any corporate successor to all or substantially all of the
assets or voting stock of United Online, Inc., which shall assume the Plan.
 shall be the Spin-Off Date, subject to the provisions of Section IV(E) of the Plan. Any Corporate Affiliate that
becomes a Participating Corporation after such Effective Date shall designate a subsequent Effective Date with respect to its employee-Participants.
 shall mean any person who is employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week for more than five (5) months per calendar year for earnings that are considered
wages under Code Section 3401 (a); provided, however, that the Plan Administrator may, prior to the start of the applicable offering period, waive one or both
of the twenty (20) hour and five (5) month service requirements.
 shall mean the date an Eligible Employee first commences participation in the offering period in effect under the Plan.
The earliest Entry Date under the Plan shall be the Effective Date.
 per share of Common Stock on any relevant date shall be the closing price per share of Common Stock at the
close of regular trading hours (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving as the
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