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Exhibit 10.12A
DEMAND MEDIA, INC.
F
IRST
A
MENDMENT
TO
I
NTERIM
P
RESIDENT
AND
CEO E
MPLOYMENT
A
GREEMENT
S
IDE
L
ETTER
RECITALS
For good and
valuable consideration, receipt of which is hereby acknowledged by both the Company and the Executive, the Company and
the Executive hereby amend the Agreement as follows:
AMENDMENT
A. Demand Media, Inc. (the “ Company ”) and Shawn Colo (the “ Executive ”) have entered into that certain Interim President and
CEO Employment Agreement Side Letter, dated October 14, 2013 (the
“
Side Letter
”
).
B. The Company and the Executive desire to amend certain provisions of the Side Letter pursuant to this First Amendment to the Side
Letter, dated October 15, 2013 (the
“
Amendment
”
).
1.
Section 3
of the Side Letter (
“
RSU Grants
”
)
is deleted and replaced in its entirety with the following:
“
3.
RSU Grants
.
a.
Initial Grant
. In connection with the Executive’s service in the Interim Roles, the Company granted to the Executive, on
October 29, 2013 (the “ Initial RSU Grant ”), in accordance with the terms of this Agreement (as amended), including
Section 5(b) below, sixty thousand (60,000) restricted stock units (“ RSUs ”) pursuant to the Company’s 2010 Incentive
Award Plan (as may be amended, the “ Plan ”).
Ten thousand (10,000) of the RSUs subject to the Initial RSU Grant shall vest
on the 14
th
day of each calendar month beginning with November 14, 2013 (such that all RSUs subject to the Initial RSU
Grant shall have vested by April 14, 2015), subject in each case to the Executive’s continued employment with the Company
through the applicable vesting date (whether serving in the Interim Roles or the EVP Role).
b. Subsequent Grants . If the Interim Term continues beyond April 14, 2014, subject to approval by the Committee and the
Executive’s continued employment with the Company through the applicable grant date(s), the Company shall grant to the
Executive, in one or more grants, as determined by the Committee, a number of RSUs reasonably anticipated by the
Committee to permit the Executive to continue to vest in 10,000 RSUs per calendar month over the remainder of the Interim
Term (collectively, the “ Additional RSUs ”). Ten thousand (10,000) Additional RSUs shall vest on the 14
th
day of each
calendar month of the Interim Term beginning with May 14, 2014, subject to the Executive’s continued employment through
the applicable vesting date, provided , that if the Interim Term (i) is terminated by the Company other than for Cause or (ii)
terminates in connection with the Executive’s termination of employment for Good Reason (each as defined in the
Employment Agreement), then, immediately prior to such termination, a pro-rated number of Additional RSUs shall vest,
determined by multiplying ten thousand (10,000) by a fraction, the numerator of which equals the number of days elapsed
since the immediately preceding fourteenth (14
th
) day of the calendar month (the “ Preceding Vesting Date ”) through and
including the date of such termination, and the denominator of which equals the total number of days in the calendar month in
which the Preceding Vesting Date occurred. Upon the termination of the Interim Term for any reason, any Additional RSUs
that have not vested (after taking into account any accelerated vesting that may apply) shall be forfeited and terminated.