EX-10.24



 Exhibit 10.24 
  

					
	  
  
	 		  	  
  

	



	 		  	 September 13, 2013
  

Gokul Rajaram
 Via Email

			
	 +1 512 - 777 - 2970
 www.rmn.com
	 		  	 Re:   RetailMeNot, Inc. Board of Directors

			
	 RetailMeNot, Inc.
 301 Congress Ave, Ste. 700
Austin, TX 78701
	 		  	 Dear Gokul:
  

	U.S.A.	 		  	 On behalf of the Nominating and Corporate Governance Committee of Board of Directors of RetailMeNot, Inc. (the
“Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”) effective upon your acceptance of the terms contained
in this Offer Letter. Enclosed are the following documents for your review:
  

•      Directors’, Executive Officers’ and Principal Stockholders’
Questionnaire;
  

•      Nondisclosure Agreement; and

 

•      Indemnification Agreement to be entered into effective upon your
appointment.
  
 This offer is contingent upon your completion of the Nondisclosure
Agreement and Directors’, Executive Officers’ and Principal Stockholders’ Questionnaire, and the formal approval of your appointment by the Board. Subject to the approval of the Company’s Compensation Committee, you will receive
an initial (i) option grant entitling you to purchase that number of shares of our Series 1 common stock equal to $150,000 divided by the then current Black-Scholes-Merton value of our Series 1 common stock and (ii) restricted stock unit grant
entitling you to receive that number of shares of our Series 1 common stock equal to $150,000 divided by the then current share price of our Series 1 common stock. These grants will vest on the first anniversary of the grant date, provided, that you
continue to serve as a director through such vesting date. In addition, the Company will (i) pay you a one-time retainer fee of $30,000 and (ii) reimburse reasonable out-of-pocket expenses incurred by you in connection with your service on the
Board, following receipt of acceptable documentation of such expenses.
  
 As a member of
the Board, the Company anticipates that you will attend Board meetings in person or by phone, as well as periodic Board update teleconferences, and will provide guidance on a periodic basis to the CEO and the team on issues of strategic and
operational importance. Your service as a member of the Board will be subject to fiduciary duties as provided for under applicable law, such as the duties of care and loyalty (including an obligation to maintain the confidentiality of the
Company’s proprietary and confidential information that will be provided to you in the course of your serving as a member of the Board, and by signing below, you acknowledge and agree to comply with such duties and obligations).

 
 On behalf of all of the Company’s management and the other Directors, we are excited
about you joining the Board and look forward to your input and guidance.
  

	  
  
	 		  	









					
	  
  
	 		  	  
  

	



	 		  	 If the foregoing terms are agreeable, please indicate your acceptance by signing the letter in the space provided below and returning this
letter to me.


  

									
		 		 		  	Sincerely,
				
		 		 		  	RETAILMENOT, INC.
					
		 		 		  	By:	  	 /s/ G. Cotter Cunningham

		 		 		  		  	G. Cotter Cunningham
					
		 	Agreed and Accepted:	 		  		  	
					
		 	 /s/ Gokul Rajaram
	 		  		  	
		 	Gokul Rajaram