(i)

The contract term will commence on November 5, 2013 (the “Effective Date”) and will extend through November 5, 2016, unless sooner terminated in connection with a cessation of service event.

(ii)

The annual base salary will be $700,000.

(iii)

For 2013, Mr. Lobo’s bonus will be $175,000. For each subsequent fiscal year, he will be eligible for an annual target bonus of up to 100% of annual base salary tied to the attainment of performance goals. The actual bonus amount for any year may be above or below the target level based on the actual goal attainment and other relevant factors.

(iv)

At the Company’s next regularly scheduled grant of equity awards to executive officers, which grant is currently expected to occur in March 2014, the Company’s Board of Directors will grant to Mr. Lobo (i) a number of restricted stock units relating to the Company’s common stock with an aggregate value of $1,500,000; and (ii) a number of options to purchase the Company’s common stock equal to 1.33 multiplied by the number of restricted stock units granted, with an exercise price equal to the per-share closing price on the date of grant. These awards will vest at the rate of one-third on each of the first three anniversaries of the Effective Date.

(v)

In order to compensate Mr. Lobo for potential payments which he is forfeiting from his prior employer by virtue of his termination of employment with that employer, he will be (i) paid, within thirty (30) days following the Effective Date, a lump sum cash payment of $1,100,000, subject to partial repayment upon certain terminations of employment on or prior to October 31, 2014; and (ii) granted, as soon as practicable following the Effective Date, restricted stock units with an aggregate value of $500,000, which will vest on the first anniversary of the date of grant.

(vi)

In order to assist Mr. Lobo with the costs associated with relocation, the Company will provide him with a lump sum payment of $150,000, which amount is subject to repayment upon certain terminations on or prior to October 31, 2014.

(vii)

Should his employment be terminated without cause (including a resignation under specified circumstances), then he will be entitled to a cash severance payment equal to two times his annual base salary, paid in equal installments over a 12-month period or paid in a lump sum should such termination occur in connection with certain change in control or ownership events.

(viii)

Such severance payment will be conditioned upon his delivery of an enforceable general release of all claims and compliance with a non-solicitation covenant. Upon the delivery of such release, Mr. Lobo will also become entitled to the following additional severance benefits:

·                  any earned but unpaid bonus for the fiscal year preceding termination;

·                  a portion of the bonus he would have earned for the year of termination based on the actual level of performance goal attainment for that year and his period of service prior to termination; however, if such termination occurs during the same year as a change in control or ownership event, then such prorated bonus will be based on his target bonus for such year; and

·                  accelerated vesting of all of his outstanding equity awards held on the date of termination.

(ix)

Should his employment cease by reason of death or disability, his outstanding equity awards will vest on an accelerated basis as to that number of additional shares in which he would have otherwise vested had he completed an additional 12 months of employment under an assumed monthly vesting schedule for each such award.

Date: October 8, 2013

UNITED ONLINE, INC.

BY:

/s/ Neil P. Edwards

Neil P. Edwards

Executive Vice President and Chief Financial Officer