UNITED ONLINE, INC.
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT(S)
AMENDMENT AGREEMENT by and between United Online, Inc., a Delaware corporation (the
“Corporation”), and Robert J. Taragan (the “Participant”) to be effective as of January 1, 2009.
A. Participant is a party to four Restricted Stock Unit Issuance Agreements with the Corporation
pursuant to which Participant will become entitled to receive shares of Common Stock that vest under the
restricted stock units evidenced by those agreements. The Restricted Stock Unit Issuance Agreements covering
the grants awarded on March 24, 2005, August 15, 2007 and February 15, 2008 are collectively referred to
hereinafter as the “Form Agreements”. The Restricted Stock Unit Issuance Agreement covering the grant
awarded on February 15, 2007 is referred to hereinafter as the “February 2007 Agreement” and together with
the Form Agreements are collectively referred to hereinafter as the “Restricted Stock Unit Issuance Agreements”.
B. The purpose of this Amendment Agreement is to bring each of those Restricted Stock Unit
Issuance Agreements, to the extent they pertain to restricted stock units that were not vested as of December 31,
2004, into documentary compliance with the applicable provisions of Section 409A of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations thereunder.
C. The Restricted Stock Unit Issuance Agreements are more particularly identified in attached
D. All capitalized terms in this Amendment Agreement shall have the same meanings assigned to
them in the applicable Restricted Stock Unit Issuance Agreement.
NOW, THEREFORE , it is agreed the Restricted Stock Unit Issuance Agreements are hereby
amended as follows, effective January 1, 2009: