EMPLOYMENT AGREEMENT

Exhibit 10.13

EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement") is made and entered into effective as of this 22nd day of August, 2007 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").

RECITALS

        Classmates has been formed to assume and continue certain business activities of United Online, Inc. ("Parent"), and intends to register an initial public offering ("IPO") of shares to the public with the Securities and Exchange Commission ("SEC"). The date the underwriting agreement with respect to the IPO is executed is referred to herein as the "Effective Date."

        Mr. Goldston is willing to become employed by Classmates upon the terms and conditions hereinafter set forth in this Agreement and Classmates desires to employ him upon such terms and conditions.

        NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     EMPLOYMENT

        1.1   Classmates hereby agrees to employ Mr. Goldston, and Mr. Goldston hereby accepts such employment, on the terms and conditions set forth herein, commencing the Effective Date and continuing for three years (the "Term"), unless terminated earlier as provided in Section 4 below. Mr. Goldston's place of employment shall be the in the greater Los Angeles metropolitan area.

2.     DUTIES OF EXECUTIVE

        2.1   Mr. Goldston shall serve as the Chief Executive Officer and Chairman of Classmates. In this capacity, Mr. Goldston shall be responsible for the general management of Classmates and shall perform such customary, appropriate and reasonable executive duties as are usually performed by the Chief Executive Officer and Chairman, including such specific executive duties consistent with such position as are delegated to him from time to time by the Board of Directors of Classmates or a committee thereof (the "Board"). Mr. Goldston shall report directly to Classmates' Board. Classmates agrees that Mr. Goldston will also continue to serve as Chief Executive Officer and Chairman of Parent and will in good faith allocate his time between Classmates and Parent in accordance with the goals and objectives established by the Board.

        2.2   Mr. Goldston agrees to devote his good faith, attention, skill and efforts to the performance of his duties for Classmates during the Term. This Agreement shall not preclude Mr. Goldston from writing and promoting books or other published materials, engaging in civic, charitable or religious activities, or from serving on boards of directors of companies or organizations that do not present any conflict with the interests of Classmates or otherwise adversely affect Mr. Goldston's performance of the services required under this Agreement. This Agreement shall not be interpreted to prohibit Mr. Goldston from making and monitoring personal investments (including the purchase of interests in professional sports teams) if such activities do not materially interfere with the services required under this Agreement.

3.     COMPENSATION AND OTHER BENEFITS

        3.1    Base Salary.    During the Term, Classmates shall pay to Mr. Goldston a Base Salary per fiscal year equal to One Dollar ($1.00) on the Effective Date and each annual anniversary of the Effective Date. Classmates may, but has no obligation to, increase the Base Salary.

        3.2    Initial Grant of Stock Options.    Classmates hereby agrees to grant to Mr. Goldston as of the Effective Date options (the "Options") to purchase that number of shares which represents, on the Effective Date, 4.2857% of Classmates' fully diluted Class A common stock (the "Option Shares") at an exercise price equal to the price per share of such Class A common stock offered to the public on the Effective Date pursuant to the terms and conditions contained herein. The Options shall vest as provided below. On the Effective Date, the number of Options and Option Shares shall be computed to represent 4.2857% of the fully diluted shares of Class A common stock, and the Options shall be issued, subject to adjustment in the number of covered shares as provided below. The Options shall be subject to customary adjustments for stock splits, stock dividends and similar events, shall be exercisable for ten years from their date of grant, and shall be evidenced by a separate option agreement or certificate.

        For purposes hereof, "fully diluted shares of Class A common stock" means, at the Effective Date, the total number of outstanding shares of Classmates' Class A common stock assuming exercise of all options (including, the Options), warrants and similar securities exercisable for Class A common stock that are outstanding or issuable pursuant to then existing agreements, the conversion or exchange of all other securities of Classmates convertible into or exchangeable for shares of Class A common stock (including Classmates' Class B common stock), treating all shares of Class A common stock covered by restricted stock units and similar instruments that are outstanding or issuable pursuant to then existing agreements as outstanding, and assuming the underwriters in the IPO sell all of the "firm shares" set forth in the IPO underwriting agreement and fully exercise the over-allotment option given them to purchase additional Class A common stock within the time provided in the IPO underwriting agreement. In the event the over-allotment option is not exercised in full by the underwriters within the time provided in the IPO underwriting agreement, an appropriate number of Options shall be cancelled and the Option agreement shall be amended, to achieve the intended percentage. For the avoidance of doubt, fully diluted shares of Class A common stock do not include any securities held in treasury.

        3.3    Vesting of Options.    

        (a)    Release Date.    Subject to the remaining provisions of this Section 3.3, thirty-three and one-third percent (33¹/3%) of the Options shall be vested on each annual anniversary of the Effective Date provided that Mr. Goldston has remained continuously employed by Classmates and/or Parent until such date.

        (b)    Vesting Upon Termination without Cause or Involuntary Termination.    In the event of termination by Classmates of Mr. Goldston's employment without "Cause" (as defined in Section 4.1(a) below) or by Involuntary Termination (as defined in Section 4.1(c) below) prior to the date all Options vest, any previously unvested Options shall be fully vested in Mr. Goldston as of such termination date. In addition, if Mr. Goldston is employed by Parent, in the event of termination by Parent of Mr. Goldston's employment without "Cause" (as defined in the Employment Agreement by and between Parent and Mr. Goldston effective April 3, 2007, as may be amended from time to time (the "UOL Agreement")) or if Mr. Goldston is Involuntarily Terminated (as defined in the UOL Agreement) prior to the date all Options vest and he is not employed by Classmates immediately following such termination, any previously unvested Options shall be fully vested in Mr. Goldston as of such termination date.

        (c)    Termination Due to Death or Disability.    In the event of termination of employment from Classmates due to Mr. Goldston's death or Disability (as defined in Section 4 below) prior to the

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third anniversary of the Effective Date, all Options shall be immediately vested in Mr. Goldston or his estate as of the date of death or Disability. In addition, if Mr. Goldston's employment with Classmates is terminated for any reason other than a reason that would give rise to the acceleration of vesting or cancellation of unvested Options under this Agreement and following such termination he remains employed by Parent, in the event of a subsequent termination of employment from Parent due to Mr. Goldston's death or permanent disability prior to the third anniversary of the Effective Date, all Options shall be immediately vested in Mr. Goldston or his estate as of the date of death or permanent disability.

        (d)    [Intentionally Omitted]    

        (e)    Resignation Following a Corporate Transaction.    In the event there is a "Corporate Transaction" as described below and, following such Corporate Transaction, (i) Mr. Goldston resigns from Classmates under circumstances constituting an Involuntary Termination (as defined in Section 4.1(c)) or (ii) if Mr. Goldston is then employed by Parent and Mr. Goldston resigns from Parent such that he is Involuntarily Terminated (as defined in the UOL Agreement) and he is not employed by Classmates immediately following such resignation, all Options shall immediately be vested in Mr. Goldston.

        (f)    Voluntary Resignation.    If Mr. Goldston resigns his employment with Classmates under circumstances not deemed under this Agreement to constitute an Involuntary Termination and he is not employed by Parent immediately following such resignation, or if Mr. Goldston is employed by Parent and Mr. Goldston resigns his employment with Parent under circumstances not deemed to constitute him being Involuntarily Terminated under the UOL Agreement and he is not employed by Classmates immediately following such resignation, all unvested Options shall never vest and shall be cancelled.

        3.4    Eligibility for Awards and Bonuses.    Mr. Goldston shall be eligible to receive, and Classmates intends to consider him for annual bonuses ("Annual Bonuses") and equity awards with respect to Classmates stock ("Equity Awards"). However, the Board or the Compensation Committee may, but is not obligated to, grant such Annual Bonuses or Equity Awards. Any such Annual Bonuses may be in (a) shares of Classmates stock, (b) cash or (c) any combination thereof. For the avoidance of doubt, Mr. Goldston shall be entitled to participate in all incentive plans generally available to Classmates' senior management, including without limitation any option or stock incentive plan (the "Stock Incentive Plans"). Classmates agrees that, unless required by applicable law, no amendment to any Stock Incentive Plan will eliminate the ability of Mr. Goldston to satisfy income tax withholding obligations by the surrender of shares or options to Classmates.

        3.5    Withholding for Taxes.    Classmates recognizes that Mr. Goldston will incur obligations for withholding of income and social security taxes with respect to any bonus paid in the form of shares of Classmates stock and any other award based on shares of Classmates stock. To satisfy such obligations Classmates agrees, at Mr. Goldston's request, to treat as sold to Classmates, or to take other appropriate actions to reduce the number of shares of Classmates stock delivered to Mr. Goldston, with the result that such number of shares of Classmates stock, multiplied by the applicable price, is sufficient to satisfy Mr. Goldston's withholding obligations, to the extent permitted by applicable law.

        3.6    Other Benefits.    During the Term, Mr. Goldston shall be entitled to participate in all group life, health, medical, dental or disability insurance or other employee, health and welfare benefits made available generally to other executives of Classmates.

        3.7    Vacation.    Mr. Goldston shall be entitled to five (5) weeks vacation per year in accordance with Classmates' vacation policies. Until a Corporate Transaction, such vacation shall be taken concurrently with vacation as an officer of Parent.

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        3.8    Business Expenses.    Classmates shall promptly (and in no event more than two and one-half months after receiving documentation from Mr. Goldston) reimburse Mr. Goldston for all reasonable and necessary business expenses incurred by Mr. Goldston in connection with the business of Classmates and the performance of his duties under this Agreement, subject to Mr. Goldston requesting such reimbursement and providing Classmates with reasonable documentation thereof within one year of incurring any expense.

        3.9    Board of Directors.    Mr. Goldston shall be Chairman of Classmates and also a member and chairman of the Classmates Board of Directors. Mr. Goldston's appointments as Chairman and as a member of the Board will automatically terminate upon the termination of Mr. Goldston's employment with Classmates for any reason.

4.     TERMINATION

        4.1    Termination for Cause; Certain Definitions.    

        (a)   Termination "for Cause" is defined as follows: (1) if Mr. Goldston is convicted of, or enters a plea of nolo contendere to, a felony, including any act of moral turpitude that adversely impacts Classmates or any of its subsidiaries, (2) if Mr. Goldston commits an act of actual fraud, embezzlement, theft or similar dishonesty against Classmates or any of its subsidiaries that adversely and materially impacts Classmates or any of its subsidiaries, (3) if Mr. Goldston commits any willful misconduct resulting in material harm to Classmates or any of its subsidiaries, or (4) if Mr. Goldston 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 reasonable and lawful direction of Classmates' Board of Directors and to perform his obligations hereunder.

        (b)   Classmates may terminate this Agreement immediately (except as required by clause 4.1(a)(4) above) for any of the reasons stated in Section 4.1(a) by giving written notice to Mr. Goldston without prejudice to any other remedy to which Classmates may be entitled. The notice of termination shall specify the grounds for termination or shall state that Classmates is exercising its rights to terminate Mr. Goldston without Cause. If Mr. Goldston's employment hereunder