Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On January 25, 2013, United Online, Inc. (the “Company”) entered into, or caused a subsidiary of the Company to enter into, amendments to the employment agreements with each of the following named executive officers:  Neil P. Edwards, Robert J. Taragan, Robert S. Apatoff and Harold Alan Zeitz.  The amendments clarify the circumstances under which certain corporate transactions with the Company and/or one or more of its subsidiaries would be deemed to be a “change in control” under each executive’s employment agreement.  A copy of the amendment to Mr. Edward’s employment agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein.  A copy of the amendment to Mr. Taragan’s employment agreement is filed as Exhibit 10.2 hereto and is incorporated by reference herein.  A copy of the amendment to Mr. Apatoff’s employment agreement is filed as Exhibit 10.3 hereto and is incorporated by reference herein.  A copy of the amendment to Mr. Zeitz’s employment agreement is filed as Exhibit 10.4 hereto and is incorporated by reference herein.  The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments.

Item 9.01              Exhibits and Financial Statements.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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