AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.16

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This Amended and Restated Employment Agreement (the "Agreement") is made and entered into effective as of the 13th day of August 2007, 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").

        WHEREAS, the Employee had previously entered into an employment agreement effective March 20, 1999 with NetZero, Inc., a wholly-owned subsidiary of United Online which was subsequently amended and restated as an employment agreement effective January 27, 2004 with United Online (the "Prior 2004 Agreement"); and

        WHEREAS, effective as of the date hereof (the "Effective Date"), the Employee and United Online desire to further amend the Prior 2004 Agreement.

        NOW THEREFORE, the Employee and United Online hereby agree as follows:

For purposes of this Agreement, the term "Company" shall mean (i) United Online or (ii) in the event of an initial public offering of securities of Classmates Media Corporation, a Delaware corporation, or securities issued by an entity that is a direct or indirect parent of Classmates Media Corporation (which entity shall hereinafter be referred to as "CMC," and such initial public offering shall be hereinafter referred to as the "CMC IPO") and the assignment of this Agreement to CMC pursuant to Section 7 hereof, CMC.

1.    Employment.    

1.1

The Company hereby agrees to employ Employee, and Employee hereby accepts such employment, on the terms and conditions set forth herein, commencing the date hereof, and continuing through February 15, 2011 (the "Term"), unless such employment is terminated earlier as provided in Section 4 below. Employee's place of employment shall be in the greater Los Angeles metropolitan area.

2.    Duties of Employee.    

2.1

Employee shall serve as Executive Vice President and General Counsel of the Company. In this capacity, Employee shall perform such customary, appropriate and reasonable executive duties as are usually performed by the General Counsel, including such duties as are delegated to him from time to time by the Board of Directors of the Company or a committee thereof (the "Board"). Employee shall report directly to the Company's Chief Executive Officer.



2.2

Employee agrees to devote Employee's full time, attention, skill and efforts to the performance of his duties for the Company during the Term. This Agreement shall not be interpreted to prohibit Employee from making passive personal investments or engaging in charitable and public service activities if those activities do not materially interfere with the services required under this Agreement.

3.    Compensation and Other Benefits.    

3.1

Base Salary.    During the Term, the Company shall pay to Employee a base salary per fiscal year equal to Employee's current base salary (the "Base Salary"), with payments to be made in accordance with the Company's standard payment policy and subject to such withholding as may be required by law. Employee's Base Salary shall be increased to include any increases in Employee's base salary as approved by the Board.



3.2

Bonus.    During the Term, the Employee shall also be eligible to receive an annual cash bonus of up to 100% of Employee's base salary for each fiscal year (the "Annual Bonus"), less withholding required by law, based on performance criteria established by the Board.

Employee's Annual Bonus shall be increased to include any increases in Employee's annual bonus as approved by the Board. Employee shall not be eligible to receive any unpaid Annual Bonus if his employment hereunder is terminated pursuant to either Section 4.1, or if Employee voluntarily resigns.

3.3

Restricted Stock Units.

        (a)   On August 15, 2007, the Employee will be awarded restricted stock units covering 210,000 shares of United Online's common stock (the "UOL Restricted Stock Units"). The UOL Restricted Stock Units will vest according to the following three (3)-year vesting schedule subject to Employee's continued employment with United Online (as determined in accordance with terms of the applicable stock plan and the restricted unit agreement): one-third of the UOL Restricted Stock Units will vest on February 15, 2009; one-third of the UOL Restricted Stock Units will vest of February 15, 2010; and the remaining on-third of the UOL Restricted Stock Units will vest on February 15, 2011. In all other respects, except as set forth herein, the UOL Restricted Stock Units will be subject to the terms and conditions set forth in the applicable stock plan and the restricted stock unit agreement between United Online and the Employee.

        (b)   [Intentionally omitted.]

        (c)   Contingent on the effectiveness of the CMC IPO prior to April 30, 2008, on the effective date of such CMC IPO, you will be awarded restricted stock units covering that number of shares of common stock of CMC equal to $2,800,000 divided by the initial offering price of a share of common stock in such initial public offering (the "CMC Restricted Stock Units"). For purposes of this Agreement, all references to common stock of CMC shall be deemed to refer to Class A common stock of CMC. In the event that the CMC IPO does not become effective prior to April 30, 2008, CMC will not be obligated to award the CMC Restricted Stock Units described in the preceding sentence. The CMC Restricted Stock Units will vest according to the following schedule subject to your continued employment with CMC: 50% of CMC Restricted Stock Units will vest on February 15, 2009 and the remaining 50% of CMC Restricted Stock Units will vest on February 15, 2010. Except as otherwise set forth herein, in all other respects, the CMC Restricted Stock Units will be subject to the terms and conditions set forth in the applicable stock plan and the restricted stock unit agreement.

        (d)   If, following a CMC IPO, United Online ceases to own more than fifty percent (50%) of the total combined voting power of all of CMC's outstanding securities, and at that time the Employee is employed by CMC or its subsidiaries and not by United Online or any of its 50% or more owned subsidiaries, then the vesting of all outstanding United Online equity-based awards held by Employee will be accelerated in full and any Company repurchase options applicable to any such awards will lapse. For the avoidance of doubt, unless otherwise specifically provided in this Agreement, applicable stock plan or award agreement, the sale of CMC prior to a CMC IPO shall not cause or otherwise give rise to such acceleration of vesting or such lapse of repurchase rights.

3.4

Vacation.    Employee shall be entitled to five (5) weeks paid vacation per year in accordance with the Company's vacation policies.



3.5

Other Benefits.    Employee shall be eligible to participate, as of the date of Employee's employment, in all group life, health, medical, dental or disability insurance or other employee, health and welfare benefits made available generally to other similarly situated executives of the Company or that have been made available to you by the Board or any affiliate of the Company. If Employee elects to participate in any of such plans, Employee's portion of the premium(s) will be deducted from Employee's paycheck.

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3.6

Business Expenses.    The Company shall promptly reimburse Employee for all reasonable and necessary business expenses incurred by Employee in connection with the business of the Company and the performance of his duties under this Agreement, subject to Employee providing the Company with reasonable documentation thereof.



3.7

Telecommuting.    Employee shall be entitled to telecommute for a portion of the work week consistent with past practices or otherwise as agreed by Employee and the Chief Executive Officer.

4.    Termination.    

        4.1    Termination for Cause.    

(a)

Termination "for cause" is defined as follows: the Company terminates Employee's employment with the Company (1) if Employee is convicted of a felony, including any act of moral turpitude, which adversely impacts the Company, or (2) if Employee fails, after receipt of detailed written notice and after receiving a period of at least thirty (30) days following such notice to cure such failure, to use his reasonable good faith efforts to follow the direction of the Company's Board of Directors and to perform his obligations hereunder.



(b)

The Company may terminate this Agreement for any of the reasons stated in Section 4.1(a) by giving written notice to Employee without prejudice to any other remedy to which the Company may be entitled. The notice of termination shall specify the grounds for termination. If Employee's employment hereunder is terminated "for cause" pursuant to this Section 4.1, Employee shall be entitled to receive hereunder his accrued but unpaid Base Salary and vacation pay through the date of termination, and reimbursement for any expenses as set forth in Section 3.6, through the date of termination, but shall not be entitled to receive any unpaid portion of the Annual Bonus or any other amount.

        4.2    Termination Without Cause or Involuntary Termination.    

(a)

If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (as defined below), the Company (or its successor, as the case may be) shall pay to Employee (i) any accrued but unpaid Base Salary and vacation through the date of termination, (ii) reimbursement for any expenses as set forth in Section 3.6, through the date of termination, (iii) Employee's Annual Bonus, prorated through the date of termination, and (iv), subject to Employee's execution (without revocation) of a general waiver and release of all claims against the Company, its affiliates and successors, in a form satisfactory to the Company (a "Release"), a severance payment in an amount equal to three times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law, and such severance payment will be paid upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by law. For the purposes of Section 4.2(a)(iii) and Section 4.2(a)(iv) above, Annual Bonus shall mean the greater of 75% of Employee's then current Base Salary or the Annual Bonus paid to Employee for the preceding fiscal year in the event of Involuntary Termination, or 75% of Employee's then current Base Salary in the event of termination without cause.



(b)

In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) and if Employee executes and does not revoke a Release, (i) the vesting of all outstanding restricted stock units held by the Employee will be immediately accelerated by the additional number of units in which the Employee

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would have been vested at the time of such termination if he had completed an additional twelve (12) months of service (calculated as if such units vest on a monthly basis) and (ii) the Company repurchase option will lapse with respect to a number of outstanding restricted shares equal to (x) the sum of the number of full months that have elapsed between the grant date and the date of termination, plus twelve (12) additional months, divided by (y) 48 months, multiplied by (z) the total number of such outstanding restricted shares. Such acceleration will occur upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by law, and in no event later than the later of (i) the 15^th day of the third month following the end of your taxable year in which such termination of employment occurs or (ii) the 15^th day of the third month following the end of the Company's taxable year in which such termination of employment occurs.

(c)

If Employee's employment is terminated due to death or permanent disability, the vesting of all outstanding equity-based awards will be accelerated in full and any Company repurchase options applicable to any such awards will lapse.



(d)

If Employee is Involuntarily Terminated, and if Employee executes and does not revoke a Release (i) all outstanding options shall remain in effect for a one (1) year period following the date of termination but not beyond the expiration date of such option as set forth in the applicable stock plan or award agreement, (ii) the vesting of all outstanding restricted stock units will be accelerated in full and (iii) any Company repurchase options applicable to restricted shares will lapse. The acceleration described above will occur upon the expiration of all applicable review and revocation periods applicable to the Release as statutorily required by law, and in no event later than the later of (i) the 15^th day of the third month following the end of your taxable year in which such termination of employment occ