Exhibit 10.11


 





 


August 17,
2011


 


Paul Slavin


 


Dear Paul,


 


On behalf of
  Everyday Health Inc. (the “Company”),
I am pleased to offer you the position of Senior Vice President reporting to
  Goli Sheikholeslami. The terms of your employment relationship with the Company
  will be set forth below.


 


Compensation. Your start date will be September 6, 2011.
Your base compensation is annualized at $300,000. Additionally, you will receive a $35,000 sign-on bonus (subject to applicable
tax withholdings) that will be paid within 30 days of your start date. You are an exempt employee and therefore not eligible to
receive overtime pay. Everyday Health employees are paid semi-monthly on the 15th and at the end of the month. You are
eligible for an annual performance bonus with a target of 75% of your base salary. Your bonus is contingent upon meeting individual
and company goals and will be pro-rated for 2011 based on your start date. 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 are enclosed
and will be reviewed with you in your first week of employment.


 


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 6 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 6 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 Agreement, “Cause”
means (A) 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; (B) your attempted commission of or participation in a fraud or act of material dishonesty
against the Company; (C) 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 (D) your conduct that constitutes gross insubordination, incompetence or habitual neglect of your duties


 


It is intended that all of the Severance Benefits payable under
this letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury
Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9), and this letter will be construed to the


 


345 Hudson Street
16TH Floor | New York, NY 10014 | Phone (646) 728-9500 | Fax (646) 728-9501



    	 



    	



    

greatest extent possible as consistent with those provisions.
For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
your right to receive any installment payments under this letter (whether severance payments, reimbursements or otherwise) shall
be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all
times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter, if you are deemed
by the Company at the time of your separation from service to be a “specified employee” for purposes of Code Section
409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein are deemed to be “deferred compensation”,
then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution
under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to
you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service
with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition
of adverse taxation. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period,
all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid
as otherwise provided herein.


 


Equity. You will receive a stock option grant of 125,000
common shares. The first 25% of these options vest on your first anniversary of employment and the balance vests monthly thereafter
over the next 36 months. The Company’s board of directors will determine the strike price of all options at the end of each calendar
quarter following the grant date in accordance with its past practice. In addition, this initial option grant will provide that
if you remain in continuous service with the Company at the time of a “change in control” (as defined in the applicable
stock plan), to the extent then outstanding, this initial grant will become vested and exercisable as of immediately prior to
the closing of such transaction as to 50% of the then-unvested option shares subject to this initial grant. In addition, you will
be eligible for future option grants at the discretion of the management and the Board. The stock option grant will be subject
to the applicable plan, provided, that, upon the termination of your employment by the Company other than for Cause, you shall
have a period of one year to exercise the vested stock options.


 


Paid Time Off: You will be eligible for all National
Holidays identified by the Company. In addition, full-time, salaried employees do not have a fixed or capped amount of paid time
off. Eligible employees may take time off from work at their discretion, with manager approval, so long as their absences are
not excessive and do not interfere with their ability to satisfy the requirements of their position.


 


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


 


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. 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. If you have any questions, please feel free to contact our Human Resources Analyst. Patricia Nowack at (646) 728-9687.


 


Sincerely,


 


/s/ Deborah Josephs





Deborah Josephs

SVP Human Resources


 


Cc: Goli Sheikholeslami


 


The foregoing terms and conditions are hereby accepted:


 


	Employee Signature:	/s/ Paul Slavin	 
	 	 	 
	Print Name:	Paul Slavin	 
	 	 	 
	Date:	9/7/11