UNITED ONLINE, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

Exhibit 10.23

UNITED ONLINE, INC.

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

        A.    The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

        B.    Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation's issuance of shares of Common Stock to the Participant under the Stock Issuance Program.

        C.    All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

         NOW, THEREFORE , it is hereby agreed as follows:

        1.      Grant of Restricted Stock Units .    The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the vesting date of that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the "Award") shall be as set forth in this Agreement.

AWARD SUMMARY

        2.      Limited Transferability .    Prior to actual receipt of the Shares which vest hereunder, the Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the Participant's death may be transferred pursuant to the provisions of the Participant's will or the laws of inheritance or to the Participant's designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to issue the stock certificates for any Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or a trust established for the Participant and/or his or her family members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

        3.      Cessation of Service .    Except as otherwise provided in Paragraphs 4 and 6 below,

•         (a)   Should the Participant's Service be terminated (i) by reason of his resignation from the Company or (ii) by the Company for Cause, in each case prior to [                        ], then the Award will be immediately cancelled and the Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award.

          (b)   Should the Participant's Service terminate by reason of death or permanent disability, then the Maximum Shares shall become immediately vested.

          (c)   Should the Participant's Service be terminated without Cause by the Company, then the Maximum Shares shall become immediately vested.

        4.      Accelerated Vesting .    [Reserved]

        5.      Stockholder Rights and Dividend Equivalents .    The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation's collection of the applicable Withholding Taxes.

Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, shares of Common Stock or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Maximum Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the issuance of the vested Shares to which those phantom dividend equivalents relate, and in any event within 2 ¹ / 2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested. The phantom dividend equivalents so credited to any Shares that do not vest pursuant to this Agreement shall be forfeited and the Participant shall cease to have any

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right or entitlement to receive any such phantom dividend equivalents. However, each such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution.

        6.      Change in Control .    

•         (a)   Should a Change in Control occur, then the Maximum Shares shall become immediately vested.

          (b)   Should the accelerated vesting of the Shares pursuant to the provisions of this Paragraph 6 result in a parachute payment under Code Section 280G, then the Participant shall be entitled to the Code Section 4999 tax gross-up payment provided under his Employment Agreement.

          (c)   This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

        7.      Adjustment in Shares .    Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

        8.      Issuance of Shares of Common Stock .    

•         (a)   As soon as administratively practicable following the date the Shares vest in accordance with the provisions of this Agreement, and in any event within 2 ¹ / 2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form)