0000912057-01-539775 Sample Contracts

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NETZERO, INC.
Stock Pledge Agreement • November 14th, 2001 • United Online Inc • Services-computer programming, data processing, etc. • California
EXHIBIT 10.2 STANDARD OFFICE LEASE
Office Lease • November 14th, 2001 • United Online Inc • Services-computer programming, data processing, etc. • California
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2001 • United Online Inc • Services-computer programming, data processing, etc.

This Amendment to Employment Agreement (the "Amendment") is made and entered into effective as of the 9th day of February, 2001, by and between NetZero, Inc., a Delaware corporation (the "Company"), with principal corporate offices at 2555 Townsgate Road, Westlake Village, CA 91361, and Charles Hilliard, whose address is 2112 Marshbrook Road, Lake Sherwood, California 91361 ("Employee"). All capitalized terms used but not otherwise defined herein shall have the meanings given to them in that certain Employment Agreement by and between the Company and Employee dated April 17, 1999 (the "Agreement" or the "Employment Agreement").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2001 • United Online Inc • Services-computer programming, data processing, etc.

This Amendment to Employment Agreement (the "Amendment") is made and entered into effective as of the 9th day of February, 2001, by and between NetZero, Inc., a Delaware corporation (the "Company"), with principal corporate offices at 2555 Townsgate Road, Westlake Village, CA 91361, and Mark Goldston, whose address is 14139 Beresford Road, Beverly Hills, California 90210 ("Employee"). All capitalized terms used but not otherwise defined herein shall have the meanings given to them in that certain Employment Agreement by and between the Company and Employee dated March 20, 1999 (the "Agreement" or the "Employment Agreement").

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Registration Rights Agreement • November 14th, 2001 • United Online Inc • Services-computer programming, data processing, etc. • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 25th day of September 2001 by and among United Online, Inc., a Delaware corporation (the "Company"), the investors listed on Schedule A hereto (each, an "Investor"), Mark Goldston, an officer of the Company (the "Officer") and the holders listed on Schedule B hereto (each, a "DE Shaw Entity"). This Agreement shall become effective upon the Closing of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings given to them in the Merger Agreement (as defined below).

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