Exhibit 10.12.1


 






 


 


January 21, 2014


 


Scott Wolf

19 Jessica Way

Wayne, NJ 07470


 


Dear Scott,


 


Upon your hiring by Everyday Health (f/k/a Waterfront Media)
(the “Company”), you and the Company executed an employment letter, dated May 9, 2005 (the “Employment Letter”).
You and the Company hereby agree to amend certain of the terms and conditions contained in the Employment Letter as set forth
below:


 


Severance. If the Company terminates your employment
without Cause (as defined below), and other than as a result of your death or disability, and provided such termination constitutes
a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then subject to your obligations
below, the Company will pay to you as severance, an amount equal to twelve (12) months of your then-current base salary (which
is hereby increased from nine (9) months of your then-current base salary) (the “Severance Benefits”), less applicable
taxes. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Agreement to
Protect Information, Assign Inventions, and Prevent Unfair Competition and Unfair Solicitation (the “Confidentiality Agreement”)
during the period of time in which you are receiving the Severance Benefits and (b) your delivering to the Company an effective,
general release of claims in favor of the Company in a form reasonably acceptable to the Company within 30 days following your
termination date. The Severance Benefits will be paid as salary continuation on the Company’s regular payroll schedule over
the twelve-month period immediately following your termination date, and will be subject to applicable tax withholdings; provided,
however, that no payments will be made prior to the 30th day following your termination date. On the 30th
day following your termination date, the Company will pay you in a lump sum the Severance Benefits that you would have received
on or prior to such date under the original schedule but for the delay while waiting for the effectiveness of the release, with
the balance of the Severance Benefits being paid as originally scheduled.


 


For purposes of this letter, “Cause” means (A) you
performing a willful or intentional act that materially injures the reputation or business of the Company or any of its subsidiaries
or affiliates; (B) your conviction (including a guilty plea or a no contest plea) of a felony, or of any other crime involving
fraud, dishonesty or moral turpitude; (C) your commission or attempted commission of or participation in a fraud or act of material
dishonesty against the Company; (D) your material breach of any written agreement between you and the Company (including but not
limited to your Confidentiality Agreement) or material breach or neglect of any statutory or fiduciary duty you owe to the Company;
or (E) your conduct that constitutes gross insubordination, incompetence or habitual neglect of your duties, as determined by
the Company.


 


345 Hudson St. 16th Floor | New York, NY 10014



    	 



    	



    


It is intended that all of the Severance Benefits payable under
this letter satisfy the exemption from the application of Code Section 409A provided under the Treasury Regulations 1.409A-1(b)(9) and this letter will be construed consistent with those provisions.


 


Except as specifically addressed in this letter, all terms
and conditions contained in the Employment Letter shall remain in full force and effect. Please confirm your acceptance of the
Employment Letter, as modified hereby, by signing and returning one copy of this letter.


 


Sincerely,


 


	Everyday Health	 
	 	 	 
	By:	/s/ Jon A. Glass	 
	 	Name: 	Jon A. Glass	 
	 	Title:	EVP, CHRO	 


 


The foregoing terms and conditions are hereby
accepted:


 


	/s/ Scott
    Wolf	 
	Scott Wolf