Exhibit 10.14


 


Everyday
Health, Inc.

2014 Employee Stock Purchase Plan


 


Adopted
by the Board of Directors: March 12, 2014

Approved by the Stockholders: March 12, 2014


 


1. General; Purpose.





 


(a) The Plan
provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity
to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under
an Employee Stock Purchase Plan.


 


(b) The Company,
by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.


 


2. Administration.





 


(a) The Board
will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided
in Section 2(c).


 


(b) The Board
will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i) To determine
how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).


 


(ii) To designate
from time to time which Related Corporations of the Company will be eligible to participate in the Plan.


 


(iii) To construe
and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The
Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent
it deems necessary or expedient to make the Plan fully effective.


 


(iv) To settle
all controversies regarding the Plan and Purchase Rights granted under the Plan.


 


(v) To suspend
or terminate the Plan at any time as provided in Section 12.


 


(vi) To amend
the Plan at any time as provided in Section 12.



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(vii) Generally,
to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company
and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.


 


(viii) To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign
nationals or employed outside of the United States.


 


(c) The Board
may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee,
the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that
have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee
is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board
some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee,
the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of
the Plan.


 


(d) All determinations,
interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final,
binding and conclusive on all persons.


 


3. Shares of Common Stock Subject to the Plan.





 


(a) Subject
to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may
be issued under the Plan will not exceed 500,0001 shares of Common Stock plus the
number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, commencing
on the first January 1 following the IPO Date and ending on (and including) January 1, 2024, in an amount equal to the lesser of
(i) 1% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year, and (ii) 400,0002
shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide
that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share
reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding
sentence.


 



 



1
Determined on a post-split basis


2
Determined on a post-split basis



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(b) If any
Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased
under such Purchase Right will again become available for issuance under the Plan.


 


(c) The stock
purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by
the Company on the open market.


 


4. Grant of Purchase Rights; Offering.





 


(a) The Board
may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of
one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and
will contain such terms and conditions as the Board will deem appropriate, and will comply with the requirement of Section 423(b)(5)
of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an
Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings
need not be identical, but each Offering will include (through incorporation of the provisions of the Plan by reference in the
document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed
27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.


 


(b) If a Participant
has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company:
(i) each form will apply to all of the Participant’s Purchase Rights under the Plan, and (ii) a Purchase Right with a lower
exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised
to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different
Purchase Rights have identical exercise prices) will be exercised.


 


(c) The Board
will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on any Offering Date
of an Offering (the “New Offering”) is less than or equal to the Fair Market Value of a share of Common
Stock on the Offering Date for an ongoing Offering, then (i) such ongoing Offering will terminate immediately following the purchase
of shares of Common Stock on the Purchase Date immediately preceding the New Offering, and (ii) the Participants in such terminated
ongoing Offering will be automatically enrolled in the New Offering.


 


5. Eligibility.





 


(a) Purchase
Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees
of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless,
on the Offering Date, the Employee has been in the employ of the Company or the



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Related Corporation,
as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the
required period of continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee
will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment
with the Company or the Related Corporation is more than 20 hours per week and more than five months per calendar year or such
other criteria as the Board may determine consistent with Section 423 of the Code.


 


(b) The Board
may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates
specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter,
receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such
Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein,
except that:


 


(i) the date
on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including
for purposes of determining the exercise price of such Purchase Right;


 


(ii) the period
of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering;
and


 


(iii) the
Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the
Offering, he or she will not receive any Purchase Right under that Offering.


 


(c) No Employee
will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee
owns stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any Related
Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership
of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as
stock owned by such Employee.


 


(d) As specified
by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with
any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such
Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds
$25,000 of the Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the
Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at
any time.



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(e) Officers
of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate
in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate in Offerings under
the Plan.


 


6. Purchase Rights; Purchase Price.





 


(a) On each
Offering Date, each Eligible Employee will be granted a Purchase Right under the applicable Offering to purchase up to that number
of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but
in either case not exceeding 15% of such Employee’s earnings (as defined by the Board in each Offering) during the period
that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated
in the Offering, which date will be no later than the end of the Offering.


 


(b) The Board
will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised
and shares of Common Stock will be purchased in accordance with such Offering.


 


(c) In connection
with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased
by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may
be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that
may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock
issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the
absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the
shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.


 


(d) The purchase
price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:


 


(i) an amount
equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; and


 


(ii) an amount
equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.



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7. Participation; Withdrawal; Termination.





 


(a) An Eligible
Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company,
within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount
of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited
to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except
where applicable law requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant may
begin such Contributions with the first payroll date occurring on or after the Offering Date (or, in the case of a payroll date
that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such
payroll period will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including
to zero) or increase the Participant’s Contributions. If specifically provided in the Offering, in addition to making Contributions
by payroll deductions, a Participant may make Contributions through the payment by cash or check prior to a Purchase Date.


 


(b) During
an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal
form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such
Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant
all of the Participant’s accumulated but unused Contributions and such Participant’s Purchase Right in that Offering
shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon the Participant’s
eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment
form to participate in subsequent Offerings.


 


(c) Purchase
Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an
Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise
no longer eligible to participate in the Offering or the Plan. The Company will distribute to such individual all of the Participant’s
accumulated but unused Contributions.


 


(d) During
a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable
by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation
as described in Section 10.


 


(e) Unless
otherwise specified in the Offering, the Company will have no obligation to pay interest on Contributions.



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8. Exercise of Purchase Rights.





 


(a) On each
Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up
to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified
in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.


 


(b) If any
amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such
remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering,
then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the
next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such Offering, in which
case such amount will be distributed to such Participant after the final Purchase Date, without interest. If the amount of Contributions
remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required
to purchase one whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll
over to the next Offering and will instead be distributed in full to such Participant after the final Purchase Date of such Offering
without interest.


 


(c) No Purchase
Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered
by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable
federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date the shares of Common
Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date,
and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement
and the Plan is in material compliance with applicable laws, except that the Purchase Date will in no event be more than 27 months
after the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are
not registered and the Plan is not in material compliance with all applicable laws, no Purchase Rights will be exercised and all
accumulated but unused Contributions will be distributed to the Participants without interest.


 


9. Covenants of the Company.





 


The Company will seek
to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable
efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights
or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be



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relieved from any liability
for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.


 


10. Designation of Beneficiary.





 


(a) The Company
may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common
Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or
Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such
designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.


 


(b) If a Participant
dies, in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions
to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge
of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions to the Participant’s
spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the
Company may designate.


 


11. Adjustments upon Changes in Common Stock; Corporate Transactions.





 


(a) In the
event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share
reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to,
and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities
that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination
will be final, binding and conclusive.


 


(b) In the
event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the
surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute
similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for
outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company)
does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights,
then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within ten business days
prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after
such purchase.



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12. Amendment, Termination or Suspension of the Plan.





 


(a) The Board
may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a)
relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder
approval is required by applicable law or listing requirements, including any amendment that either (i) materially increases the
number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible
to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the
Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the
term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above
only to the extent stockholder approval is required by applicable law or listing requirements.


 


(b) The Board
may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or
after it is terminated.


 


(c) Any benefits,
privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination
of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the
person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental
regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive
guidance issued thereunder relating to Employee Stock Purchase Plans) including, without limitation, any such regulations or other
guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable tax, listing,
or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if
such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of
the Code.


 


13. Effective Date of Plan.





 


The Plan will become
effective on the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders
of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section
12(a) above, materially amended) by the Board.


 


14. Miscellaneous Provisions.





 


(a) Proceeds
from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.


 


(b) A
Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common
Stock subject to Purchase Rights unless and until



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the Participant’s
shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).


 


(c) The
Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will
nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant
to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue
the employment of a Participant.


 


(d) The
provisions of the Plan will be governed by the laws of the State of Delaware without regard to that state’s conflicts of
laws rules.


 


15. Definitions.





 


As used in the Plan,
the following definitions will apply to the capitalized terms indicated below:


 


(a) “Board”
means the Board of Directors of the Company.


 


(b) “Capital
Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.


 


(c) “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the Company through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities
of the Company will not be treated as a Capitalization Adjustment.


 


(d) “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(e) “Committee”
means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with
Section 2(c).


 


(f) “Common
Stock” means, as of the IPO Date, the common stock of the Company, having one vote per share.


 


(g) “Company”
means Everyday Health, Inc., a Delaware corporation.



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(h) “Contributions”
means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes
to fund the exercise of a Purchase Right. A Participant may make additional payments into the Participant’s account if specifically
provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during
the Offering through payroll deductions.


 


(i) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i) a sale
or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii) a sale
or other disposition of at least 90% of the outstanding securities of the Company;


 


(iii) a merger,
consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv) a merger,
consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(j) “Director”
means a member of the Board.


 


(k) “Eligible
Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering
for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate
set forth in the Plan.


 


(l) “Employee”
means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the
Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will
not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(m) “Employee
Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee
stock purchase plan,” as that term is defined in Section 423(b) of the Code.


 


(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.


 


(o) “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:



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(i) If the
Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange
or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such
source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock
on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such
quotation exists.


 


(ii) In the
absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance
with applicable laws and in a manner that complies with Sections 409A of the Code.


 


(iii) Notwithstanding
the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering
Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as
specified in the final prospectus for that initial public offering.


 


(p) “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the
initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 


(q) “Offering”
means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring
at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering
Document” approved by the Board for that Offering.


 


(r) “Offering
Date” means a date selected by the Board for an Offering to commence.


 


(s) “Officer”
means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange
Act.


 


(t) “Participant”
means an Eligible Employee who holds an outstanding Purchase Right.


 


(u) “Plan”
means this Everyday Health, Inc. 2014 Employee Stock Purchase Plan.


 


(v) “Purchase
Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised
and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.


 


(w) “Purchase
Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first
Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.



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(x) “Purchase
Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.


 


(y) “Related
Corporation” means any “parent corporation” or “subsidiary corporation” of the Company
whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


(z) “Securities
Act” means the Securities Act of 1933, as amended.


 


(aa) “Trading
Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including
but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors
thereto, is open for trading.



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