Juno 2014 Annual Report Download - page 149

Exhibit 10.23
GENERAL RELEASE AND AGREEMENT
I, Robert J. Taragan, acknowledge that my employment with United Online, Inc. (the “Company”) terminates on February 16, 2015 (the “Separation Date”)
and that I will not perform any further employee duties or render services in any other capacity to the Company or its affiliates after such date and my
employment agreement with the Company dated effective as of February 7, 2011, as amended January 25, 2013 and July 29, 2013, and any other prior
employment agreements between me and the Company, (as amended, the “Employment Agreement”) is terminated as of the Separation Date, subject to the
surviving provisions contained therein. Effective on the Separation Date, I shall resign from my position as an officer of the Company and any other
positions I may hold with the Company or any of its affiliates, and I agree that I will execute any and all documents necessary to effect such resignations.
The Company is offering me the following separation payment, less any applicable tax withholdings, contingent upon the initial effectiveness of the release
set forth herein following my first execution of this document (the “Release”) on or within twenty-one (21) days after it is initially provided to me, as set forth
in Section 15 below:
(i) $435,000.00 (the “Severance Payment”), to be paid in a lump sum the later of: (a) within fourteen (14) days following the Separation
Date; and (b) within thirty (30) days following the First Release Effective Date (as defined below).
The Company is offering me the following additional separation benefits, less any applicable tax withholdings, contingent upon the effectiveness of my
second signature on this Release on the Separation Date as set forth in Section 16 below:
(i) an additional separation payment equal to the annual bonus for the 2014 fiscal year that I would have received under the 2014
Management Bonus Plan (“2014 MBP”) on the basis of: (i) achieving 100% attainment of my individual performance goals under the 2014 MBP
(which component constitutes 25% of my potential bonus), and (ii) the actual attainment of the Company’s and the Communications segment’s
financial performance goals under the 2014 MBP, as determined by the Board of Directors of the Company or authorized committee thereof in
accordance with the terms of the 2014 MBP (which component constitutes 75% of my potential bonus), had I remained employed by, and in good
standing with, the Company through the payment date of such bonus (the “2014 Bonus Payment”), with such amount to be paid in a lump sum cash
payment on the later of: (a) the same time that the bonus payments under the 2014 MBP are paid to the other executive officers of the Company in
2015, which shall in no event be later than March 15, 2015, and (b) the Second Release Effective Date; and
(ii) the premium for COBRA health benefits coverage for three (3) months to be paid in a lump sum within thirty (30) days following the
Second Release Effective Date (“COBRA Payment”).
For purposes of clarification, all my outstanding stock option awards and restricted stock unit awards that are scheduled to vest on February 15, 2015, shall
vest in accordance with their terms.
For the purposes of this Release, the Severance Payment is referred to as the “Main Separation Benefits”. The Main Separation Benefits, the 2014 Bonus
Payment, and the COBRA Payment are collectively referred to as the “Separation Benefits”.