Exhibit 10.1

 

Outside Director Compensation Program

(Updated as of February 2016)

 

The following compensation shall be payable in accordance with the terms set forth below to each Outside Director serving on the Board of Directors (the “Board”) of Demand Media, Inc. (the “Corporation”). Outside Directors shall include any member of the Board who is not (i) an employee of the Corporation, or (ii) affiliated with Oak Investment Partners, Spectrum Equity Investors or Generation Partners, or any of their affiliated entities (collectively, the “Venture Sponsors”).

 

Cash Compensation

 

	
Board Service
    	
 
    	
 
    
	
Annual Retainer:
    	
 
    	
$
    	
50,000
    
	
 
    	
 
    	
 
    
	
Non-Executive Chairman
    	
 
    	
 
    
	
Annual Retainer
    	
 
    	
$
    	
100,000
    
	
 
    	
 
    	
 
    
	
Committee Service
    	
 
    	
 
    
	
Audit Committee:
    	
 
    	
 
    
	
Chair Annual   Retainer:
    	
 
    	
$
    	
25,000
    
	
Member Annual   Retainer:
    	
 
    	
$
    	
12,500
    
	
Compensation Committee:
    	
 
    	
 
    
	
Chair Annual   Retainer:
    	
 
    	
$
    	
15,000
    
	
Member Annual   Retainer:
    	
 
    	
$
    	
7,500
    
	
Nominating and Corporate Governance Committee:
    	
 
    	
 
    
	
Chair Annual   Retainer:
    	
 
    	
$
    	
10,000
    
	
Member Annual   Retainer:
    	
 
    	
$
    	
5,000
    


 

All Annual Retainers will be paid quarterly in arrears after the end of each applicable calendar quarter at the regularly scheduled Board meeting following the conclusion of such quarter. The Annual Retainers to be paid for serving as the Non-Executive Chairman and for service on any Committee (including as Committee chair) are in addition to the Annual Retainer for serving on the Board.

 

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Equity Compensation

 

	
Initial Equity Grant:
    	
 
    	
Each Outside Director will receive an initial equity   award granted on or after the date on which the Outside Director is first   elected to the Board (the “Initial Grant”) with an aggregate grant   date fair value of approximately $150,000. The Initial Grant shall consist of   (i) a one-time restricted stock unit award with respect to the   Corporation’s common stock with a grant date fair value of approximately   $75,000 (the “Initial RSU Grant”) and (ii) a one-time   non-qualified stock option award with respect to the Corporation’s common   stock with a grant date fair value of approximately $75,000 (the “Initial   Option Grant”), which Initial Option Grant shall have an exercise price   equal to the closing price of the Corporation’s common stock on the grant   date on the applicable exchange or market on which its common stock is listed   as of such date. One-third (1/3) of the Initial RSU Grant shall vest on the   one year anniversary of the Outside Director’s appointment to the Board and   the remaining two-thirds (2/3) of the Initial RSU Grant shall vest in eight   (8) substantially equal installments on each three-month anniversary of   the first vesting date, subject to continued Board service through the applicable   vesting date. One-third (1/3) of the Initial Option Grant shall vest on the   one year anniversary of the Outside Director’s appointment to the Board and   the remaining two-thirds (2/3) of the Initial Option Grant shall vest in   twenty-four (24) substantially equal installments on each monthly anniversary   of the first vesting date, subject to continued Board service through the   applicable vesting date.

 
    
	
Annual Equity Grant:
    	
 
    	
Each Outside Director who is serving on the Board on   the day preceding any annual meeting of stockholders (excluding any Outside   Director that received an Initial Grant in the same calendar year as the   calendar year in which the applicable annual meeting of stockholders takes   place) and whose service will continue on the day following such annual   meeting (whether due to re-election or an ongoing term of service) will   automatically receive an additional equity award granted as of the date of   such annual meeting (the “Annual Grant”) with an aggregate grant date   fair value of approximately $75,000. The Annual Grant shall consist of   (i) a restricted stock unit award with respect to the Corporation’s   common stock with a grant date fair value of approximately $37,500 (the “Annual   RSU Grant”) and (ii) a non-qualified stock option award with respect   to the Corporation’s common stock with a grant date fair value of   approximately $37,500 (the “Annual Option Grant”), which Annual Option   Grant shall have an exercise price equal to the closing price of the   Corporation’s common stock on the grant date on the applicable exchange or   market on which its common stock is listed as of such date. The Annual RSU   Grant shall vest in twelve (12) substantially equal installments on each   three-month anniversary of the grant date, subject to continued Board service   through the applicable vesting date. The Annual Option Grant shall vest in   thirty-six (36) substantially equal installments on each monthly anniversary   of the grant date, subject to continued Board service through the applicable   vesting date.

 
    
	
Annual Non-Executive Chair Equity Grant:
    	
 
    	
If the Board is chaired by a Non-Executive Chairman   as of the commencement of any fiscal year, the Non-Executive Chairman will   automatically receive a restricted stock unit award with respect to the   Corporation’s common stock granted as of the first business day of such   fiscal year (the “Annual Non-Executive Chair Grant”) with a grant date   fair value of approximately $50,000. The Annual Non-Executive Chair Grant   shall vest in eight (8) substantially equal 
    


 

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installments on each of March 31, June 30,   September 30 and December 31, commencing on the March 31   following the grant date, subject to continued Board service through the   applicable vesting date. For purposes of fiscal year 2016, the Annual   Non-Executive Chair Grant will be granted as of the approval date of the   revised Outside Director Compensation Program and will vest as set forth   above.
    


 

Each outstanding, unvested equity award issued pursuant to the Initial Grant, an Annual Grant or an Annual Non-Executive Chair Grant will automatically accelerate and vest in full on the date on which (i) an Outside Director ceases to be an Outside Director due to his or her death or disability, (ii) an Outside Director stands for re-election but is not re-elected to the Board or (iii) upon a Change of Control (as such term is defined in the Corporation’s Amended & Restated 2010 Incentive Award Plan).

 

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