Exhibit 10.1
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment
to Second Amended and Restated Employment Agreement, made and
entered into effective as of August 15, 2009 (the “
Amendment ”), amends that certain Second Amended and
Restated Employment Agreement dated effective as of January 1, 2009
(the “ Original Agreement ”) by and between
United Online, Inc. (the “ Company ”), and
Frederic A. Randall, Jr. Capitalized terms used and not
otherwise defined herein shall have the respective meanings set
forth in the Original Agreement.
RECITALS
WHEREAS , Mr.
Randall has been offered and has voluntarily accepted the position
of Executive Vice President and Chief Strategy Officer of the
Company, effective August 15, 2009, thereby voluntarily
relinquishing his position as the Company’s Executive Vice
President, General Counsel and Secretary as of that date; and
WHEREAS , the
parties desire to amend the Original Agreement to reflect the
change in Mr. Randall’s position and such other revisions to
the Original Agreement as are described herein.
NOW, THEREFORE , in consideration of
the mutual promises set forth herein, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1. The
definition of “Company” as set forth in the recitals of
the Original Agreement is hereby removed and replaced in its
entirety as follows:
“For purposes of this Agreement, the
term “Company” shall mean United Online.”
2. Section
2.1 of the Original Agreement is hereby removed and replaced in its
entirety as follows:
“Employee shall
serve as Executive Vice President and Chief Strategy Officer of the
Company. In this capacity, Employee shall perform such
customary, appropriate and reasonable executive duties as are
usually performed by the Chief Strategy Officer, including but not
limited to strategic planning and acquisitions, and such duties as
are delegated to him from time to time by the Chief Executive
Officer of the Company. Employee shall report directly
to the Company’s Chief Executive Officer.”
3. All
other references in the Original Agreement to “Executive Vice
President and General Counsel” of the Company, including but
not limited to the reference in the second paragraph of Section
4.2(e), shall hereafter be deemed to refer to “Executive Vice
President and Chief Strategy Officer.
4.
Sections 3.3(c) and 3.3(d) of the Original Agreement are hereby
deleted in their entirety.
5. The
term “Competitive Business Activity” in Section 5 of
the Original Agreement is hereby removed and replaced in its en
