Exhibit 10.12


 


 


 


May 9, 2005


 


Mr. Scott Wolf

19 Jessica Way

Wayne, NJ


 


Dear Scott:


 


On behalf of Waterfront Media, Inc. (the “Company”),
we are pleased to offer you the position of Senior Vice President of Advertising Sales reporting to Michael Keriakos, Waterfront
Media’s Founder and Executive Vice President. The terms of your employment relationship with the Company will be set forth
below.


 


Compensation. Your start date will be Monday,
June 6, 2005 and annualized base compensation will be $225,000. Additionally, you are eligible to receive additional
compensation of up to $150,000 and $175,000 during your first (June 6, 2005 – June 5, 2006) and second (June 6, 2006
– June 5, 2007) full years’ of employment, respectively (“Additional Variable Compensation”). The
performance metrics for earning Additional Variable Compensation will be finalized (with your input) by Michael Keriakos, but
will include, among other items, advertising revenue targets for calendar years 2005 and 2006 of $5.5 million and $10 - $12
million, respectively, subject to inventory adjustments. The advertising revenue targets related to the 2007 portion of your
Additional Variable Compensation will be determined at an appropriate time.


 


As an employee of the Company, you will be eligible for the
comprehensive benefits package that we offer to our regular full time employees starting from your date of employment. Details
of this package will be reviewed with you in your first week of employment.


 


Equity. You will receive 100,000 stock options to purchase
Waterfront common stock, with the first 25% vesting on your first anniversary date and the balance-vesting monthly thereafter
over the next 36 months. The Board determines the strike price of all options, which is currently $1.50.


 


In the event of a change of control transaction, as defined
in your option agreement:


	•	If within the first 12 months of your employment – 25% vesting acceleration
	•	If after the first 12 months of your
    employment – 50% vesting acceleration
	•	100% acceleration if the change in control results in your termination


 


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 three (3) weeks of vacation in your first year.



    	 



    	



    


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.


 


Severance. If you are terminated without cause at any
time within the first two years of your employment you will receive 6 months severance. This also applies if there is a change
of control and your reporting structure/role is reduced as a result.


 


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.


 


Scott, 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,


 


	Ben Wolin	Michael Keriakos
	Founder and CEO	Founder and EVP
	Waterfront Media	Waterfront Media


 


The foregoing terms and conditions are hereby accepted:


 


	Employee Signature: 	/s/ Scott Wolf	 
	 	 	 
	Print Name:	Scott Wolf	 
	 	 	 
	Date:	5/11/05