Exhibit 10.1
UNITED ONLINE,
INC.
2009 MANAGEMENT BONUS
PLAN
I.
PURPOSES OF THE
PLAN
1.01
The United Online, Inc. (the
“ Company ”) 2009 Management Bonus Plan
(the “ Plan ”) is hereby established to
promote the interests of the Company by creating an incentive
program to (i) attract and retain employees who will strive
for excellence and (ii) motivate those individuals to set and
achieve above-average objectives by providing them with rewards for
contributions to the financial performance of one or more business
segments of the Company.
1.02
For purposes of the Plan, the
financial performance of one or more both of the following business
segments of the Company (the “ Business
Segments ”) for the 2009 fiscal year shall be
measured to determine the bonus amounts (if any) payable for such
fiscal year to the participants in the Plan:
(i)
Communications Segment
(ii)
Classmates Media Segment
(iii)
FTD Segment
Accordingly, some participants may
earn their bonuses based on the combined performance of the three
Business Segments, and other participants may earn their bonuses
based on the performance of a single Business Segment.
II.
ADMINISTRATION OF THE
PLAN
2.01
The Plan is hereby adopted by the
Compensation Committee of the Company’s Board of Directors
(the “ Committee ”) and shall be
administered by the Committee pursuant to the powers provided to
the Committee by the Company’s Board of Directors.
2.02
The bonuses that may be earned under
the Plan shall be tied to the financial performance of the
applicable Business Segment or Segments for the Company’s
2009 fiscal year ending December 31, 2009 (the “
2009 Year” ).
2.03
The interpretation and construction
of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Committee in its sole
discretion. Decisions of the Committee shall be final and
binding on all parties who have an interest in the Plan.
III.
DETERMINATION OF
PARTICIPANTS
3.01
The following individuals (each a
“ Participant ”) will participate in the
Plan on the following basis:
(i)
Mark R. Goldston, Frederic A.
Randall, Jr., Scott H. Ray, Jeremy E. Helfand and Paul E.
Jordan shall each participate on the basis of the combined
financial results of the three Business Segments.
(ii)
Robert J. Taragan shall participate
on the basis of the financial results for the Communications
Segment.
(iv)
Steven B. McArthur and Matthew J.
Wisk shall each participate on the basis of the financial results
for the Classmates Media Segment.
(v)
Robert S. Apatoff shall participate
on the basis of the financial results for the FTD
Segment.
3.02
A Participant shall be eligible to
receive a bonus under the Plan if employed by the Company or any of
its subsidiaries on the date such bonus is paid in accordance with
Section 5.01 of the Plan (the “ Bonus Payment
Date ’). If a Participant is not employed by the
Company or one of its subsidiaries on the Bonus Payment Date, then
such individual will not be eligible to receive a bonus under the
Plan; provided, however , that the following special
partial payment provisions shall be in effect:
(i)
Should the Participant’s
employment terminate prior to the Bonus Payment Date as a result of
death or permanent disability, then the Committee shall provide
that individual or his estate with a pro-rated portion of the bonus
such individual would have earned, based on the Company’s
actual performance for the 2009 fiscal year in the applicable
Business Segment or Segments, had he continued in the
Company’s employ through the Bonus Payment Date.
(ii)
A Participant who is on a leave of
absence or whose employment terminates after the start of the 2009
Year and recommences prior to the Bonus Payment Date may remain
eligible at the discretion of the Committee, and the Committee may
provide that individual with a pro-rated portion of the bonus such
individual would have earned, based on the Company’s actual
performance for the 2009 fiscal year in the applicable Business
Segment or Segments, had he remained continuously in the
Company’s employ through the Bonus Payment Date.
3.03
For purposes of the Plan:
A.
A Participant shall be considered an
employee for so long as such individual remains employed by the
Company or one or more subsidiary corporations.
B.
Each corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company shall be considered to be a subsidiary of the Company,
provided each such corporation (other than the last corporation in
the unbroken chain) owns, at the time of determination, stock
possessing more than fifty percent of the total combined voting
power of all classes of stock in one of the other corporations in
such chain.
C.
Unless defined otherwise in any
employment or severance agreement entitling the Participant to a
full or pro-rated bonus upon a disability termination, permanent
disability shall mean the Participant’s inability, with or
without reasonable accommodation, to perform the essential duties
and responsibilities of his position with the Company by reason of
any medically-determinable physical or mental injury that is
expected to result in such individual’s death or that has
continued, or is expected to continue, for a period of twelve (12)
consecutive months or more.
D.
In no event shall there be any
duplication of bonus payments under this Plan and any employment
agreement or severance agreement between the Company and a
Participant that provides such individual with a stated bonus or
bonus formula for a particular year or includes a bonus component
as part of a severance pay formula thereunder. To avoid any
such potential duplication, such Participant shall only be entitled
to receive the greater of the bonus amount earned by him under this
Plan and the bonus amount to which he may otherwise be entitled
under his employment or severance agreement. The accelerated
vesting of any outstanding equity awards held by the Participant
under any of the Company’s stock plans, including any
outstanding stock options, restricted stock or restricted stock
unit awards, or the extension of any exercise periods for such
stock options shall not be deemed to constitute a bonus payment for
purposes of this Section 3.03D.
IV.
BONUS AWARDS
4.01
The individual bonus award payable
under the Plan to each Participant for the 2009 Year shall be in
the form of a stock bonus payable in shares of the Company’s
common stock (“ Common Stock ”), with the
number of such shares to be based on the performance of the
Business Segment or Segments to which that Participant has been
assigned in accordance with Section 3.01. For Participants
assigned to the Communications, Classmates Media and FTD Business
Segments, performance shall be measured in terms of the combined
revenue and operating income before depreciation, amortization and
certain other expenses (“ Adjusted OIBDA
”) for those Business Segments. Accordingly, 50% of their
bonus entitlement shall be based upon the achievement of the
combined revenue targets (“ Combined Revenue
Targets ”) specified for those three Business
Segments in a schedule approved by the Committee, and the remaining
50% of their bonus entitlement shall be based upon the achievement
of the combined Adjusted OIBDA targets (“ Combined
Adjusted OIBDA Targets ”) specified for those
t
