Juno 2015 Annual Report Download - page 39

Table of Contents
Our offer letter with Ms. Tsuda did not provide for additional severance compensation in the event her employment was terminated without cause, or
she resigned for good reason, whether or not in connection with a change in control of United Online, Inc. Ms. Tsuda would have been entitled to receive
twenty-six weeks of base salary in the event her employment was terminated without cause, or she resigned for good reason, in connection with a change in
control under the terms of the Company’s amended and restated severance benefit plan. On November 18, 2015, Ms. Tsuda entered into a General Release
and Agreement with the Company which contained a customary release of claims in favor of the Company. Pursuant to the General Release and Agreement,
Ms. Tsuda received (a) a severance payment of $215,000; (b) a $4,000 payment in lieu of career outplacement services; (c) the premium amount for three
months of COBRA health benefits continuation coverage; and (d) accelerated vesting of stock option awards covering 14,000 shares of company common
stock and restricted stock unit awards covering 4,778 shares of company common stock. Ms. Tsuda’s vested stock option awards remained exercisable in
accordance with the terms of the underlying award agreements.
The Company does not have an employment agreement or offer letter with Mr. Phanstiel.
 All outstanding options and restricted stock units under our stock plans will immediately vest upon a change in
control, to the extent they are not assumed or otherwise continued in effect by the successor entity or replaced with an incentive compensation program
which preserves the intrinsic value of the award at that time and provides for the subsequent vesting and concurrent payout of that value in accordance with
the pre-existing vesting schedules for those awards.
 The following tables provide estimated payments and benefits which would have been provided to the named executive
officer, assuming certain hypothetical events had occurred with respect to the named executive officer on December 31, 2015. Each amount is calculated
solely on the basis of the offer letter or employment agreement that was in effect for the named executive officer on December 31, 2015, applicable provisions
of our 2015 Management Bonus Plan, applicable provisions of our equity award agreements, and for Mr. Fakiri (who did not have severance provisions in his
offer letter), certain benefits he was eligible to receive under our amended and restated severance benefit plan. The employment of Mr. Lobo and Ms. Tsuda
terminated prior to December 31, 2015, and the tables reflect the actual payments and benefits, if any, received by them in connection with their respective
terminations. The employment of Mr. Fakiri terminated in April 2016 in connection with the sale of the Company’s former MyPoints business.
For amounts connected with a change-in-control event, it is assumed that the change in control occurred on December 31, 2015 and that the price
per share of our common stock paid to our stockholders in the change-in-control transaction was $11.79, the closing selling price per share of our common
stock on December 31, 2015.
For additional information regarding the terms and conditions relating to such payments and benefits, see our offer letters and employment
agreements with the named executive officers, our 2015 Management Bonus Plan, and our equity compensation plan documents, copies of which were
previously filed with the SEC.
 The following table provides the estimated dollar amounts of the various payments and benefits which would
have been provided to the named executive officer assuming the following hypothetical termination events had occurred with respect to that named
executive officer on December 31, 2015. With respect to Mr. Lobo and Ms. Tsuda, whose employment terminated prior to December 31, 2015, the table
reflects the actual payments and benefits, if any, received by them in connection with their respective terminations.
A. termination without cause or resignation for good reason (in the absence of a change in control);
B. involuntary termination or resignation for good reason in connection with a change in control; and
C. termination as a result of death or permanent disability.
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