0001047469-14-002263 Sample Contracts

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
Restricted Stock Unit Issuance Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California
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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Transition and Separation Agreement (the “Agreement”) is made as of January 24, 2014 by and between United Online, Inc., a Delaware corporation (the “Company”), and Neil P. Edwards (“Executive”). The Company and Executive are collectively referred to herein as the “Parties”. Capitalized terms not defined herein will have the meanings ascribed to them in the Employment Agreement (as defined below).

CONSULTING AGREEMENT
Consulting Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Consulting Agreement (this “Agreement”), is made and entered into as of December 11, 2013, by and between United Online, Inc., a Delaware corporation (the “Company”), and Charles B. Ammann (“Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Consulting Agreement (this “Agreement”), is made and entered into as of January 24, 2014, by and between United Online, Inc., a Delaware corporation (the “Company”), and Neil P. Edwards (“Consultant”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc.

THIS AMENDMENT NO. 2 (this “Amendment No. 2”) is made by and between United Online, Inc., a Delaware corporation (the “Company”), and Paul E. Jordan (the “Employee”), effective as of July 29, 2013.

Amendment No. 1 to Transition Services Agreement
Transition Services Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • Delaware

This Amendment No. 1 to Transition Services Agreement (the “Amendment”), is effective as of January 2, 2014, by and between United Online, Inc., a Delaware corporation (“United Online”) and FTD Companies, Inc., a Delaware corporation (“FTD”), and is entered into with respect to the Transition Services Agreement dated as of October 31, 2013 (the “Agreement”), by and between United Online and FTD (collectively referred to herein as the “Parties”) . Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Agreement.

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
Officer With Employment Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California
EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Employment Agreement (the “Agreement”) is made and entered into as of the date the last party hereto signs the Agreement but is made effective as of the Effective Date (as defined below in Section 1(a)) by and between United Online, Inc., a Delaware corporation (the “Company”), with principal corporate offices at 21301 Burbank Blvd., Woodland Hills, CA 91367, and Francis Lobo (“Employee”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc.

THIS AMENDMENT NO. 2 (this “Amendment No. 2”) is made by and between Memory Lane, Inc. (formerly Classmates Online, Inc.), a Washington corporation (the “Company”), and Harold Alan Zeitz (the “Employee”), effective as of July 29, 2013.

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