0001104659-08-078892 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

This amendment dated and effective January 1, 2009 (this “Amendment”), amends that certain Employment Agreement dated as of August 15, 2007 (the “Original Agreement”) by and between United Online, Inc. (the “Company”), and Matthew J. Wisk. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement.

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc. • California

This Second Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective the 1st day of January 2009, by and between United Online, Inc., a Delaware corporation (“United Online”), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Frederic A. Randall, Jr. (“Employee”).

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S) AMENDMENT AGREEMENT
Amendment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Matthew J. Wisk (the “Participant”) to be effective as of January 1, 2009.

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S) AMENDMENT AGREEMENT
Amendment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Mark Goldston (the “Participant”) to be effective as of January 1, 2009.

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT AMENDMENT AGREEMENT
Amendment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Mark Goldston (the “Participant”) to be effective as of January 1, 2009.

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S) AMENDMENT AGREEMENT
Amendment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Frederic A. Randall, Jr. (the “Participant”) to be effective as of January 1, 2009.

UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT AMENDMENT AGREEMENT
Amendment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the “Corporation”), and Scott H. Ray (the “Participant”) to be effective as of January 1, 2009.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc. • California

This Employment Agreement (the “Agreement”) is made and entered into effective this 1st day of January, 2009 by and between Classmates Media Corporation, a Delaware corporation (“Classmates”), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Mark R. Goldston, whose business address is 21301 Burbank Boulevard, Woodland Hills California 91367 (“Mr. Goldston”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

This amendment dated and effective January 1, 2009 (this “Amendment”), amends that certain Employment Agreement dated effective as of October 1, 2007 (the “Original Agreement”) by and between United Online, Inc. (the “Company”) and Scott H. Ray. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • United Online Inc • Services-computer programming, data processing, etc.

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective the 1st day of January, 2009 by and between United Online, Inc., a Delaware corporation (the “Company”), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Mark R. Goldston, whose address is 21301 Burbank Boulevard, Woodland Hills California 91367 (“Employee”).

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