Enom 2013 Annual Report Download - page 113

conditions of his employment shall revert to governance under the Employment Agreement, including without limitation, the Executive’s Base
Salary, Annual Bonus opportunity (pro-rated as provided above) and equity award eligibility.
b. Extended Interim Payment Period . Notwithstanding anything herein to the contrary, if the Interim Termination Date occurs
prior to April 14, 2014 and the Executive resumes the EVP Role upon the Interim Termination Date, then the Executive shall (i) continue to be
paid the Interim Salary (in lieu of the Base Salary under the Employment Agreement), (ii) continue to receive the RSU grants as provided in
Section 3 above, and (iii) not be eligible to earn any Annual Bonus (as described in Section 4 above), in each case, until the first to occur of April
14, 2014 or the Executive’
s termination of employment with the Company for any reason (the period from the Interim Termination Date through
the earlier such date, the “ Extended Interim Payment Period ”). For clarity, the Executive shall only be eligible to earn an Annual Bonus or
other incentive following the Extended Interim Payment Period if the Executive continues in employment with the Company following such
period (or as otherwise provided in the Employment Agreement with respect to payment of any earned but unpaid prior-year Annual Bonus
payable in the Severance context).
c. Impact of Severance Termination Prior to April 14, 2014 on Employment Agreement Severance . If the Executive
experiences a termination of employment by the Company prior to April 14, 2014 that qualifies for Severance (as defined in the Employment
Agreement) under the terms of the Employment Agreement, then (i) for purposes of the six (6) months’ “Base Salary” component of the
Severance under Section 4(a)(ii)(A) of the Employment Agreement, such “Base Salary” amount shall be paid at the Interim Salary rate for the
period from the Date of Termination through April 14, 2014 and shall be paid at the rate of Base Salary as in effect immediately prior to the
effectiveness of this Side Letter for the period from April 14, 2014 through the six (6)-month anniversary of the Date of Termination, and (ii)
any ungranted RSUs that would have been granted for services in the Interim Role(s) through April 14, 2014 (had the Interim Term continued)
shall be granted immediately prior to such termination of employment.
d. Impact of Severance Termination On or After April 14, 2014 on Employment Agreement Severance . If the Executive
experiences a termination of employment by the Company on or after April 14, 2014 that qualifies for Severance, then for purposes of
calculating the “Base Salary” component of the Severance under Section 4(a)(ii)(A) of the Employment Agreement, such Base Salary amount
shall be paid at the Base Salary rate as in effect as of the Executive’s most recent service in the EVP Role (and the Interim Salary shall not be
taken into account).
e. Clarifications . For the avoidance of doubt, in no event shall the Executive’s removal from either or both of the Interim
Roles (or the termination of the Interim Term) and/or the Executives restoration to the EVP Role constitute a termination of employment without
Cause, for Good Reason, due to constructive termination or otherwise, provided
, that if the Executive terminates employment with the Company
and its affiliates in connection with his removal from the Interim Roles and the termination of the Interim Term, subject to the foregoing and
except as expressly provided above in this Section 5, any such termination shall be governed by the terms and conditions of the Employment
Agreement.
6. Effect on Employment Agreement . During the Interim Term, except as expressly provided in this Side Letter with respect to
the Interim Salary and Base Salary, the Annual Bonus, the RSU grants, the Severance and termination of the Interim Term and Interim Roles, the
terms and conditions of the Employment Agreement shall continue to apply, including without limitation, with respect to all benefit plan
eligibility and participation, expense reimbursement, fringe benefits and vacation. To the extent that this Side Letter is inconsistent with the
terms and conditions of the Employment Agreement, this Side Letter shall constitute an amendment to the Employment Agreement.
7. Miscellaneous . Without limiting the generality of any other provision of this Side Letter, Sections 6 through 10 of the
Employment Agreement are hereby incorporated by reference into this Side Letter, except that this Side Letter shall only supersede the
Employment Agreement to the extent inconsistent therewith and only while any such inconsistent provisions remain in effect in accordance
herewith. The parties hereto acknowledge and agree that they are entering into this Agreement voluntarily and knowingly.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the
Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
DEMAND MEDIA, INC.
/s/ James R. Quandt
By:
James R. Quandt
Title:
Chairman
EXECUTIVE
/s/ Shawn Colo
Shawn Colo