Exhibit 10.10
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
Plan.
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
date that unit vests in accordance with the express provisions of
this Agreement. 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
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Award Date:
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<Award Date>
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Number of Shares Subject to
Award:
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<# of Shares Awarded> shares of Common
Stock (the “Shares”)
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Vesting Schedule:
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<specify vesting schedule> (the
“Normal Vesting Schedule”). However, one or more Shares
may be subject to accelerated vesting in accordance with the
provisions of Paragraphs 3(b) and 5 of this Agreement, and the
issuance of those vested Shares shall be effected in accordance
with such provisions.
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Issuance Schedule
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The Shares in which the Participant vests in
accordance with the Normal Vesting Schedule shall be issued,
subject to the Corporation’s collection of all applicable
Withholding Taxes, on the applicable vesting date specified for
those Shares in the Normal Vesting Schedule or as soon thereafter
as administratively practicable, but in no event later than the
close of the calendar year in which such vesting date occurs or (if
later) the fifteenth day of the third calendar month following such
vesting date. The applicable Withholding Taxes are to be collected
pursuant to the procedures set forth in Paragraph 7 of this
Agreement.
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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 re-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 .
(a)
Except as otherwise provided in
Paragraph 3(b) below, should the Participant cease Service for
any reason prior to vesting in one or more Shares subject to this
Award, then the Award will be immediately cancelled with respect to
those unvested Shares, and the number of Restricted Stock Units
will be reduced accordingly. The Participant shall thereupon
cease to have any right or entitlement to receive any Shares under
those cancelled units.
(b)
The Participant’s Employment
Agreement sets forth certain terms and conditions under which
Participant’s equity or equity-based awards from the
Corporation, including this Award, may vest [in whole or] in part
on an accelerated basis in connection with his cessation of Service
under various specified circumstances. The Employment Agreement
also sets forth the date or dates on which the shares of Common
Stock subject to the awards that vest on such an accelerated basis,
including the Shares subject to this Award, are to be issued.
The terms and provisions of the Employment Agreement (including any
conditions, restrictions or limitations governing the accelerated
vesting or the issuance of the Shares, including (without
limitation) the execution and delivery of an effective general
release), as they apply to this Award, are hereby incorporated by
reference into this Agreement and shall have the same force and
effect as if expressly set forth in this Agreement.
4.
Stockholder Rights and
Dividend Equivalents
(a)
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 upon their
actual issuance following the Corporation’s collection of the
applicable Withholding Taxes.
(b)
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 the following
provisions shall govern the Participant’s interest in that
dividend or distribution:
(i)
If the dividend is a
regularly-scheduled cash dividend on the Common Stock, then the
Participant shall be entitled to a current cash distribution from
the Corporation equal to the cash dividend the Participant would
have received with respect to the Shares at the time subject to
this Award had those Shares actually been issued and outstanding
and entitled to that cash dividend. Each cash dividend equivalent
payment under this subparagraph (i) shall be paid within five
(5) business day following the payment of the actual cash
dividend on the outstanding Common Stock, subject to the
Corporation’s collection of all applicable federal, state and
local income and employment withholding taxes.
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(ii)
For any other dividend or
distribution, 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
Shares at the time subject to this Award 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
also vest and 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. However, each such
distribution shall be subject to the Corporation’s collection
of the Withholding Taxes applicable to that
distribution.
5.
Change of
Control .
(a)
Any Restricted Stock Units subject
to this Award at the time of a Change in Control may be assumed by
the successor entity or otherwise continued in full force and
effect or may be replaced with a cash incentive program of the
successor entity which preserves the Fair Market Value of the
unvested shares of Common Stock subject to the Award at the time of
the Change in Control and provides for the subsequent vesting and
payout of that value in accordance with the same vesting and
issuance schedule that would otherwise be in effect for those
shares in the absence of such Change in Control. In the event
of such assumption or continuation of the Award or such replacement
of the Award with a cash incentive program, no accelerated vesting
of the Restricted Stock Units shall occur at the time of the Change
in Control.
(b)
In the event the Award is assumed or
otherwise continued in effect, the Restricted Stock Units subject
to the Award shall be adjusted immediately after the consummation
of the Change in Control so as to apply to the number and class of
securities into which the Shares subject to those units immediately
prior to the Change in Control would have been converted in
consummation of that Change in Control had those Shares actually
been issued and outstanding at that time. To the extent the
actual holders of the outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change
in Control, the successor corporation (or parent entity) may, in
connection with the assumption or continuation of the Restricted
Stock Units subject to the Award at that time, substitute one or
more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock
in the Change in Control transaction, provided the substituted
common stock is readily tradable on an established U.S. securities
exchange or market.
(c)
Any Restricted Stock Units which are
assumed or otherwise continued in effect in connection with a
Change in Control or replaced with a cash incentive program under
Paragraph 5(a) shall be subject to the vesting acceleration
provisions of the Participant’s Employment Agreement, and any
Restricted Stock Units or the proceeds of any replacement cash
incentive program which vest on an accelerated basis in accordance
with those provisions shall be issued or distributed on the
applicable date or dates determined for those Restricted Stock
Units pursuant to terms of the Employment Agreement. Accordingly,
the terms and provisions of the Employment Agreement (including any
conditions, restrictions or limitations governing the accelerated
vesting or issuance of the securities
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subject to the Participant’s outstanding
equity awards or the distribution of the proceeds of any
replacement cash incentive program, including (without limitation)
the execution and delivery of an effective general release) shall
apply to any Restricted Stock Units which are assumed or otherwise
continued in effect in connection with a Change in Control or
replaced with a cash incentive program under Paragraph
5(a) and are hereby incorporated by reference into this
Agreement, with the same force and effect as if expressly set forth
in this Agreement.
(d)
If the Restricted Stock Units
subject to this Award at the time of the Change in Control are not
assumed or otherwise continued in effect or replaced with a cash
incentive program in accordance with Paragraph 5(a), then those
units shall vest immediately prior to the closing of the Change in
Control. The Shares subject to those vested units shall be
converted into the right to receive the same consideration per
share of Common Stock payable to the
