Exhibit 10.10


 





 


October 18, 2007


 


Alan N. Shapiro

444 Cooper Road

Red Bank, NJ 07701


 


Dear Alan:


 


On behalf of Waterfront Media, Inc. (the “Company”),
I  am pleased to offer you the position of Senior Vice President and General Counsel, reporting to Brian Cooper. The terms
of your employment relationship with the Company will be set forth below.


 


Compensation. Your start date will be on or around November
15, 2007. Your base compensation is annualized at $225,000.00 with a target bonus of up to 30% (for 2008) based on Company performance.
The Company will also reimburse the cost of your commuting. As an employee of the Company, you will be eligible for the comprehensive
benefits package that we offer to our regular full time employees. Details of this package will be reviewed with you in your first
week of employment.


 


Equity. You will receive a stock option grant of 100,000
common shares, with the first 25% vesting on your first anniversary date and the balance vesting monthly thereafter over the next
36 months. In the event of a change of control transaction, any portion of your unvested options will automatically vest. The Company’s
board of directors determines the strike price of all options at the end of each calendar quarter, which is currently $6.18.


 


Business Expenses. All approved business expenses will
be reimbursed, following submission of an approved expense report approved by your manager.


 


Vacation. You will be eligible for all National Holidays
as well as vacation consistent with other Senior Vice Presidents.


 


Non-Disclosure and Developments Agreement. Like all
Company employees, you will be required to sign the Company’s standard “Agreement to Protect Information, Assign Inventions,
and Prevent Unfair Competition and Unfair Solicitation” as a condition of employment. In addition, you will be required to abide
by the Company’s strict policy that prohibits any new employee from using or bringing with him or her from any previous employer
any confidential information, trade secrets, or proprietary materials or processes of such former employer.


 


At-Will Employment. This letter does not constitute
a guarantee of employment or an employment contract for any specified period of time. You will be an employee-at-will,
meaning that either you or the Company may terminate your employment relationship at any time, without notice, for any reason
or no reason. If you are terminated during your employment without cause,



    	 



    	



    

you will receive six months salary as severance. Cause shall
mean (i) any act of personal dishonesty taken by you in connection with your responsibilities as an employee which is intended
to result in personal enrichment of you; (ii) your conviction of a felony or crime; (iii) your material breach of your Agreement
to Protect Information, Assign Inventions, and Protect Unfair Competition and Unfair Solicitation; or (iv) your failure to perform
the duties of your position following written notification of the specific nature of such failure and a 30-day cure period in
which you will be provided the opportunity to cure such failure (failure to cure such failure during the cure period will be considered
termination for cause).


 


Introductory Period. The first 90 days of employment
with Waterfront Media is considered your introductory period. This is the time for you to learn about the company and your position
and the company to learn about you and your work practices. During this period we evaluate your ability to perform the work assigned
and to adjust to the working conditions. Your performance will be evaluated and it will be reviewed with you at the end the 90
days.


 


Federal Immigration Law. For purposes of federal immigration
law, you are required to provide to the Company documentary evidence of your identity and eligibility for employment in the United
States. Such documentation has been provided previously; if your employment eligibility has changed, new documentation must be
provided to us within three (3) business days of your commencement date, or our employment relationship with you may be terminated.


 


We are pleased that you are joining our team to work with us
to help the Company reach its full potential. Please confirm your acceptance of this offer by signing and returning one copy of
this letter.


 


Sincerely,


 


Brian Cooper

Senior Vice President, Chief Financial Officer


 


The foregoing terms and conditions are
hereby accepted:


 


	Employee Signature:	/s/ Alan Shapiro	 
	 	 	 
	Print Name:	Alan Shapiro	 
	 	 	 
	Date:	10/18/07