Exhibit 10.2


 


Everyday
Health, Inc.


 


2014
Equity Incentive Plan


 


Adopted
by the Board of Directors: March 12, 2014

Approved by the Stockholders: March 12, 2014

IPO Date/Effective Date: _________, 2014


 


1.General.



 


(a)Successor to
and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Everyday Health, Inc. 2003
Stock Option Plan, as amended (the “Prior Plan”). From and after 12:01 a.m. Pacific time on the Effective
Date, no additional stock options will be granted under the Prior Plan. All Awards granted on or after 12:01 a.m. Pacific Time
on the Effective Date will be granted under this Plan. All stock options granted under the Prior Plan will remain subject to the
terms of the Prior Plan.


 


(i)Any shares
that would otherwise remain available for future grants under the Prior Plan as of 12:01 a.m. Pacific Time on the Effective Date
(the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at such
time. Instead, that number of shares of Common Stock equal to the Prior Plan’s Available Reserve will be added to the Share
Reserve (as further described in Section 3(a) below) and be then immediately available for grants and issuance pursuant to Stock
Awards hereunder, up to the maximum number set forth in Section 3(a) below. 


 


(ii)In addition,
from and after 12:01 a.m. Pacific time on the Effective Date, with respect to the aggregate number of shares subject, at such
time, to outstanding stock awards granted under the Prior Plan that (1) expire or terminate for any reason prior to exercise or
settlement; (2) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise
return to the Company; or (3) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with
an award or to satisfy the purchase price or exercise price of a stock award (such shares the “Returning Shares”)
will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such a share becomes a
Returning Share, up to the maximum number set forth in Section 3(a) below.


 


(b)Eligible Award
Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(c)Available Awards.
The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii)
Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii)
Performance Cash Awards, and (viii) Other Stock Awards.


 


(d)Purpose.
The Plan, through the grant of Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such






    	1.



    	



    


persons to exert maximum efforts
for the success of the Company and any Affiliate, and provide a means by which the eligible recipients may benefit from increases
in value of the Common Stock.


 


2.Administration.


 


(a)Administration
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,
as provided in Section 2(c).


 


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


 



(i)To determine:
(A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions
of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or
Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the
Fair Market Value applicable to a Stock Award.


 


(ii)To construe
and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary
or expedient to make the Plan or Award fully effective.


 


(iii)To settle
all controversies regarding the Plan and Awards granted under it.


 


(iv)To accelerate,
in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock
may be issued in settlement thereof).


 


(v)To suspend
or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of
the Plan will not materially impair a Participant’s rights under the Participant’s then-outstanding Award without
the Participant’s written consent, except as provided in subsection (viii) below.


 


(vi)To amend
the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan
or Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt
from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject
to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that
(A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the
class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits






    	2.



    	



    


accruing to Participants under
the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially
extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as otherwise
provided in the Plan or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under
an outstanding Award without the Participant’s written consent.


 


(vii)To submit
any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on
corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive stock
options” or (C) Rule 16b-3.


 


(viii)To approve
forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to
any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s
rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected
Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will
not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment,
taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable
law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain
the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive
Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as
an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into
compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.


 


(ix)Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)To adopt
such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial
modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(xi)To effect,
with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding
Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or
SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration
determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of
shares






    	3.



    	



    


of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the
Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.


 


(c)Delegation to
Committee.


 


(i)General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
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 of the Committee
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, as applicable). Any delegation of administrative powers will be reflected in resolutions,
not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). 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.


 


(ii)Section 162(m)
and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m)
of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.


 


(d)Delegation to
an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock
Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common
Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions
regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted
by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted
on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in
the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in
the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(x)(iii) below.


 


(e)Effect of Board’s
Decision. 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
Subject to the Plan.


 


(a)Share Reserve.



 


(i)Subject to
Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant
to Stock Awards will






    	4.



    	



    


not exceed 10,930,7371
shares (the “Share Reserve”), which number is the sum of (i) 200,0002 shares, plus
(ii) the number of shares subject to the Prior Plan’s Available Reserve, plus (iii) the number of shares that
are Returning Shares, as such shares become available from time to time.


 


(ii)The Share
Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing
on January 1st of the year following the year in which the Effective Date occurs and ending on (and including) January
1, 2024, in an amount equal to 4.0% of the total number of shares of Capital Stock outstanding on December 31st of
the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year
to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the
Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding
sentence.


 


(iii) For clarity,
the Share Reserve is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. As a single
share may be subject to grant more than once (e.g., if a share subject to a Stock Award is forfeited, it may be made subject to
grant again as provided in Section 3(b) below), the Share Reserve is not a limit on the number of Stock Awards that can be granted.


 


(iv)Shares may
be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed
Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the
number of shares available for issuance under the Plan. 


 


(b)Reversion of
Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the
shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather
than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock
that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited
back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in
the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under
the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration
for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.


 


(c)Incentive Stock
Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number
of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 33,000,0003
shares of Common Stock.


 


(d)Section 162(m)
Limitations. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time as the Company
may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations shall apply.


 


 






1 Determined on a pre-split
basis


2 Determined on a post-split
basis


3 Determined on a pre-split
basis








    	5.



    	



    


(i)A
maximum of 2,000,0004 shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is
determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date
the Stock Award is granted may be granted to any one Participant during any one calendar year. Notwithstanding the foregoing,
if any additional Options, SARs or Other Stock Awards whose value is determined by reference to an increase over an exercise
or strike price of at least 100% of the Fair Market Value on the date the Stock Award are granted to any Participant during
any calendar year, compensation attributable to the exercise of such additional Stock Awards will not satisfy the
requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless
such additional Stock Award is approved by the Company’s stockholders.


 


(ii)A maximum
of 2,000,0005 shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant
during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance
Period of the Performance Goals).


 


(iii) A maximum
of $2,000,000 may be granted as a Performance Cash Award to any one Participant during any one calendar year. 


 


(e)Source of Shares.
The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased
by the Company on the open market or otherwise.


 


4.Eligibility.


 


(a)Eligibility for
Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards
other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock
Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent”
of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards is
treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted
pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel,
has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation
with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the
Code.


 


(b)Ten Percent Stockholders.
A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least
110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the
date of grant.


 


 






4 Determined on a post-split
basis


5 Determined on a post-split
basis






    	6.



    	



    


5.Provisions
Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR will
be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of
the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will
be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that
each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement
or otherwise) the substance of each of the following provisions:


 


(a)Term. Subject
to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration
of ten years from the date of its grant or such shorter period specified in the Award Agreement.




 


(b)Exercise Price.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option
or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award
is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of
the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution
for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions
of Section 409A and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c)Purchase Price
for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent
permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment
set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment
(or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use
a particular method of payment. The permitted methods of payment are as follows:


 


(i)by cash,
check, bank draft or money order payable to the Company;


 


(ii)pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)by delivery
to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)if an Option
is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Common Stock






    	7.



    	



    


issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not
exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant
to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole
shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the
extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B)
shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;
or


 


(v)in any other
form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 


(d)Exercise and
Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company
in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution
payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value
(on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents
in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date,
over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising
the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two
or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.


 


(e)Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and
SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options and SARs will apply:


 


(i)Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant
to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.
The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except
as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration. 


 


(ii)Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be
transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or
separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option
may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(iii)Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice
to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death






    	8.



    	



    


of the
Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting
from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of
the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any
conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.


 


(f)Vesting Generally.
The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments
that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it
may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to
any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g)Termination of
Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to
exercise such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i)
the date three months following the termination of the Participant’s Continuous Service (or such longer or shorter period
specified in the applicable Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the
Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable)
within the applicable time frame, the Option or SAR will terminate.


 


(h)Extension of
Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the
Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal
to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during
which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of
the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s
Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will
terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination
exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock
received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the
expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.






    	9.



    	



    


(i)Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the
Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to
exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending
on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period
specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award
Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the
applicable time frame, the Option or SAR (as applicable) will terminate.


 


(j)Death of Participant.
Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company,
if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant
dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s
Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right
to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s
death, but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer
or shorter period specified in the Award Agreement), and (ii) the
expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the
Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k)Termination for
Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant,
if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s
termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after
the date of such termination of Continuous Service.


 


(l)Non-Exempt Employees.
If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938,
as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following
the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction
in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement in another agreement between the Participant
and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines),
the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing
provision is intended to operate so that any income derived by a






    	10.



    	



    


non-exempt employee in connection with the exercise or vesting
of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance
with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise,
vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the
provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award
Agreements.


 


6.Provisions
of Stock Awards other than Options and SARs.


 


(a)Restricted Stock
Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board
will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common
Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted
Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by
the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions
of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i)Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the Board,
in its sole discretion, and permissible under applicable law.


 


(ii)Vesting. Shares
of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iii)Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive
through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have
not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant
only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its
sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the
Restricted Stock Award Agreement.


 


(v)Dividends. A
Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)Restricted Stock
Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as
the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit
Award Agreement will conform






    	11.



    	



    


to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the
substance of each of the following provisions:


 


(i)Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the
Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid
(if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of
legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)Vesting. At
the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting
of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)Additional Restrictions.
At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions
or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit
Award to a time after the vesting of such Restricted Stock Unit Award.




 


(v)Dividend Equivalents.
Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined
by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents
may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined
by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents
will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they
relate.


 


(vi)Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement,
such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination
of Continuous Service.


 


(c)Performance Awards.


 


(i)Performance Stock
Awards. A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section
3(d) above) that is payable (including that may be granted, may vest or may be exercised) contingent upon the attainment during
a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s
completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be
conclusively determined by the Committee (or, if






    	12.



    	



    


not required for compliance with Section 162(m) of the Code, the Board), in its
sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine
that cash may be used in payment of Performance Stock Awards.


 


(ii)Performance
Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d)
above) that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance
Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance
Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the
measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee
(or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. The Board may specify
the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have
the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in
part in cash or other property.


 


(iii)Board Discretion.
The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance
Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement
of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the
Stock Award Agreement or the written terms of a Performance Cash Award.


 


(iv)Section
162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with
respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will
establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later
than the earlier of (a) the date 90 days after the commencement of the applicable Performance Period, and (b) the date on
which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable
Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to
qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the
extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases
where such Performance Goals relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction
of, or completion of any Performance Goals, the number of shares of Common Stock, Options, cash or other benefits granted,
issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the
Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine.


 


(d)Other Stock Awards.
Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value
of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section
5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete
authority






    	13.



    	



    


to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number
of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms
and conditions of such Other Stock Awards.


 


7.Covenants
of the Company.


 


(a)Availability
of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy
then-outstanding Awards.


 


(b)Securities Law
Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;
provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any
Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable
cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability
for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant
will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such
grant or issuance would be in violation of any applicable securities law.


 


(c)No Obligation
to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the
time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise
such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The
Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 


8.Miscellaneous.


 


(a)Use of Proceeds
from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds
of the Company.


 


(b)Corporate Action
Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be
deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event
that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant
contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement
or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents,
the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement
or related grant documents. 






    	14.



    	



    


(c)Stockholder Rights.
No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the
issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to
such Award has been entered into the books and records of the Company.


 


(d)No Employment
or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection
with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate
in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate
(i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant
to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company
or the Affiliate is incorporated, as the case may be.


 


(e)Change in Time
Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company
and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence)
after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding
reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable
after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting
or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect
to any portion of the Award that is so reduced or extended. 


 


(f)Incentive Stock
Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under
all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does
not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according
to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(g)Investment Assurances.
The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to give
written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced
in financial and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative,
the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the






    	15.



    	



    


Company stating that the
Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention
of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements,
will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been
registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement,
a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited
to, legends restricting the transfer of the Common Stock.


 


(h)Withholding Obligations.
Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state
or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i)
causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued
or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares of Common Stock
are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be
necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash
from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such
other method as may be set forth in the Award Agreement.


 


(i)Electronic Delivery.
Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically,
filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared
electronic medium controlled by the Company to which the Participant has access).


 


(j)Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock
or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine
when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s
termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and
in accordance with applicable law.


 


(k)Compliance with
Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will
be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section
409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that
any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement






    	16.



    	



    


evidencing
such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the
Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by
reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically
provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes
“deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section
409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as
defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date
that is six months following the date of such Participant’s “separation from service” (as defined in Section
409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death,
unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred
will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.



 


(l)Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required
to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.
In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common
Stock or other cash or property upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback
policy will be an event giving rise to a right to resign for “good reason” or “constructive termination”
(or similar term) under any agreement with the Company.


 


9.Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)Capitalization
Adjustments. 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 that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es)
and maximum number of securities that may be awarded to any person pursuant to Sections 3(d), and (iv) the class(es) and number
of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its
determination will be final, binding and conclusive.


 


(b)Dissolution or
Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the
Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not
subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject
to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock
Award is providing Continuous Service; provided, however, that the Board may, in






    	17.



    	



    


its sole discretion, cause some or all
Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock
Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.


 


(c)Corporate Transaction.
The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the
instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant
or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction,
then, notwithstanding any other provision of the Plan, the Board will take one or more of the following actions with respect to
Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 


(i)arrange for
the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume
or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company);


 


(iii)accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised)
to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine
such a date, to the date that is five days prior to the effective date of the Corporate Transaction), with such Stock Award terminating
if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv)arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v)cancel or
arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)make a payment,
in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would
have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over
(B) any exercise price payable by such holder in connection with such exercise.


 


The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to
all Participants. The Board may take different actions with respect to the vested and unvested portions of a Stock Award.






    	18.



    	



    


(d)Change in Control.
A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as
may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 


10.Plan
Term; Earlier Termination or Suspension of the Plan.


 


The Board may suspend or
terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of (i) the
date the Plan is adopted by the Board (the “Adoption Date”), or (ii) the date the Plan is approved by
the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


11.Existence
of the Plan; Timing of First Grant or Exercise.


 


The Plan will come into
existence on the Adoption Date; provided, however, that no Award may be granted prior to the IPO Date (that is, the Effective
Date). In addition, no Stock Award will be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit Award,
Performance Stock Award, or Other Stock Award, no Stock Award will be granted) and no Performance Cash Award will be settled unless
and until the Plan has been approved by the stockholders of the Company, which approval will be within 12 months after the date
the Plan is adopted by the Board.


 


12.Choice
of Law.


 


The law of the State of
New York will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that
state’s conflict of laws rules.


 


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


 


(a)“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)“Award”
means a Stock Award or a Performance Cash Award.


 


(c)“Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
an Award.


 


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


 


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






    	19.



    	



    


(f)“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 Stock Award after the Adoption 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, reverse stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of 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.


 


(g)“Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term
and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following
events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under
the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in,
a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract
or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s
unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s
gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without
Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant
was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon
any determination of the rights or obligations of the Company or such Participant for any other purpose.


 


(h)“Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)any Exchange
Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account
of the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director
(either, an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest
(whether in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the
“IPO Entities”) or on account of the IPO Entities continuing to hold shares that come to represent more
than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion of any
class of the Company’s securities into another class of the Company’s securities having a different number of votes
per share pursuant to the conversion provisions set forth in the Company’s Amended






    	20.



    	



    


and Restated Certificate of Incorporation;
or (D) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control will be deemed to occur;


 


(ii)there is
consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case
in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior
to such transaction; provided, however, that a merger, consolidation or similar transaction will not constitute a Change
in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the surviving Entity or its parent are owned by the IPO Entities;


 


(iii)there is
consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; provided, however, that
a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and
its Subsidiaries will not constitute a Change in Control under this prong of the definition if the outstanding voting securities
representing more than 50% of the combined voting power of the acquiring Entity or its parent are owned by the IPO Entities; or


 


(iv)individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the
Incumbent Board.


 


Notwithstanding the foregoing
definition or any other provision of the Plan, the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company and the definition of






    	21.



    	



    


Change in Control (or any analogous
term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing
definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply.


 


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


 


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


 


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


 


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


 


(m)“Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be
considered a “Consultant” for purposes of the Plan.  Notwithstanding the foregoing, a person is treated
as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either
the offer or the sale of the Company’s securities to such person.


 


(n)“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant
is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent
permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine
whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief
executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an
Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes
of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms
of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. 


 


(o)“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:




    	22.



    	



    


(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.


 


(p)“Covered
Employee” will have the meaning provided in Section 162(m)(3) of the Code.


 


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


 


(r)“Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i)
of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the
circumstances.


 


(s)“Effective
Date” means the IPO Date.


 


(t)“Employee”
means any person employed by the Company or an Affiliate. 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.


 


(u)“Entity”
means a corporation, partnership, limited liability company or other entity.


 


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


 


(w)“Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange






    	23.



    	



    


Act) that, as of the
Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities.


 


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


 


(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, unless otherwise determined by the Board, 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 a source the Board deems reliable.


 


(ii)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 selling price on the last preceding date for which such quotation exists.


 


(iii)In the
absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner
that complies with Sections 409A and 422 of the Code.


 


(y)“Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code.


 


(z)“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.


 


(aa)“Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate,
does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 


(bb)“Nonstatutory
Stock Option” means any Option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 


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


 


(dd)“Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.






    	24.



    	



    


(ee)“Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(ff)“Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


(gg)“Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(hh)“Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock
Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the
terms and conditions of the Plan.


 


(ii)“Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(jj)“Own,”
“Owned,” “Owner,” “Ownership”
means a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or
to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct
the voting, with respect to such securities.


 


(kk)“Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Stock Award.


 


(ll)“Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).


 


(mm)“Performance
Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance
Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on
any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings per share and net earnings);
(ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv)
earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest, taxes, depreciation,
amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation, amortization,
legal settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation, amortization,
legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) total stockholder
return; (ix) return on equity or average stockholder’s equity; (x) return on assets, investment, or






    	25.



    	



    


capital employed; (xi)
stock price; (xii) margin (including gross margin); (xiii) income (before or after taxes); (xiv) operating income; (xv) operating
income after taxes; (xvi) pre-tax profit; (xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases in revenue
or product revenue; (xx) expenses and cost reduction goals; (xxi) improvement in or attainment of working capital levels; (xxii)
economic value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share
price performance; (xxvii) debt reduction; (xxviii) implementation or completion of projects or processes; (xxix) user satisfaction;
(xxx) stockholders’ equity; (xxxi) capital expenditures; (xxxii) debt levels; (xxxiii) operating profit or net operating
profit; (xxxiv) workforce diversity; (xxxv) growth of net income or operating income; and (xxxvi) to the extent that an Award
is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board.


 


(nn)“Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award
Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the
Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of
Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to
exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude
the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary items”
as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;
(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance
of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common
stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other
than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s
bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be
expensed under generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges
that are required to be recorded under generally accepted accounting principles; and (12) to exclude the effect of any other unusual,
non-recurring gain or loss or other extraordinary item.


 


(oo)“Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance
Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(pp)“Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).






    	26.



    	



    


(qq)“Plan”
means this Everyday Health, Inc. 2014 Equity Incentive Plan.


 


(rr)“Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).


 


(ss)“Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(tt)“Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(b).


 


(uu)“Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award
Agreement will be subject to the terms and conditions of the Plan.


 


(vv)“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


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


 


(xx)“Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(yy)“Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be
subject to the terms and conditions of the Plan.


 


(zz)“Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or
any Other Stock Award.


 


(aaa)“Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 


(bbb)“Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of
any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity
in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than 50%.






    	27.



    	



    


(ccc)“Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.




    	28.



    	



    



Everyday Health, Inc.
 Stock
Option Grant Notice
 (2014 Equity Incentive Plan)


 


Everyday Health, Inc. (the “Company”),
pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option
to purchase the number of shares of the Company’s Common Stock set forth below (the “Option”).
The Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice, in the Option Agreement,
the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms
not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or
the Option Agreement. If there is any conflict between the terms in this Stock Option Grant Notice and the Plan, the terms of
the Plan will control.


 


 


	Optionholder:	 	 
	Date of Grant:	 	 
	Vesting Commencement Date:	 	 
	Number of Shares Subject to Option:	 	 
	Exercise Price (Per Share):	 	 
	Total Exercise Price:	 	 
	Expiration Date:	 	 



 


Type of Grant: Nonstatutory Stock Option


 


Exercise Schedule: Same as Vesting
Schedule


 


Vesting Schedule: Twenty-five percent (25%) of the shares vest one year after the Vesting Commencement Date; the seventy-five percent (75%) balance
of the shares vest on a monthly, pro rata basis over a three (3) year period commencing on the first anniversary of the Vesting
Commencement Date and ending on the fourth anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous
Service as of each such date.


 


Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and
the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified,
amended or revised, except as provided in the Plan.  Optionholder further acknowledges that as of the Date of Grant, this
Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the
Company regarding this Option and supersede all prior oral and written agreements, promises and/or representations on that subject
with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that
is adopted by the Company






    	1



    	



    

or is otherwise required by applicable law and (iii) any written employment or severance arrangement
that would provide for vesting acceleration of this Option upon the terms and conditions set forth therein. By accepting this
Option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line
or electronic system established and maintained by the Company or another third party designated by the Company.


 


Other
Agreements:


 






 





	Everyday Health, Inc.	 	Optionholder:
	 	 	 	 	 	 
	By: 	 	 	 	 	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:	 
	Date:	 	 	 	 



 


Attachments:
Option Agreement, 2014 Equity Incentive Plan and Notice of Exercise



    	2



    	



    


Attachment I


 


Everyday Health, Inc.

2014 Equity Incentive Plan


 


Option Agreement


 


Pursuant to your Stock
Option Grant Notice (the “Grant Notice”) and this Option Agreement, Everyday Health, Inc. (the “Company”)
has granted you an option (the “Option”) to purchase shares of the Company’s Common Stock under
its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s
Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you
effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any
conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly
defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.


 


The details of your Option,
in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.Vesting.
Subject to the provisions contained herein, your Option will vest as provided in your Grant Notice. Vesting will cease
upon the termination of your Continuous Service.


 


2.Number
of Shares and Exercise Price. The number of shares of Common Stock subject to your Option and the exercise price per
share in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.Exercise
Restriction for Non-Exempt Employees. If you are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided
in the Plan, you may not exercise your Option until you have completed at least six months of Continuous Service measured from
the Date of Grant, even if you have already been an employee for more than six months. Consistent with the provisions of the Worker
Economic Opportunity Act, you may exercise your Option as to any vested portion prior to such six month anniversary in the case
of (i) your death or disability, (ii) a Corporate Transaction in which your Option is not assumed, continued or substituted, (iii)
a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s
benefit plans). 


 


4.Method
of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the
exercise price in cash or by check, bank draft or money order payable to the Company or in a manner as described below:


 


a.Provided that
at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to






    	3



    	



    

the Company from the sales proceeds.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell
to cover”.


 


b.Provided that
at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your Option, will include delivery to the Company of your attestation of ownership of
such shares of Common Stock in a form approved by the Company. You may not exercise your Option by delivery to the Company of
Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 




c.Subject to
the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Common Stock issued upon exercise of your Option by the largest whole number of shares with
a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise
price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will
no longer be outstanding under your Option and will not be exercisable thereafter if those shares (i) are used to pay the exercise
price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld
to satisfy your tax withholding obligations.


 


5.Whole
Shares. You may exercise your Option only for whole shares of Common Stock.


 


6.Securities
Law Compliance. In no event may you exercise your Option unless the shares of Common Stock issuable upon exercise are
then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance
of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your Option also must
comply with all other applicable laws and regulations governing your Option, and you may not exercise your Option if the Company
determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on
exercise required for compliance with Treasury Regulation Section 1.401(k)-1(d)(3), if applicable).


 


7.Term.
You may not exercise your Option before the Date of Grant or after the expiration of the Option’s term. The term
of your Option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:


 


a.immediately
upon the termination of your Continuous Service for Cause;


 


b.three (3)
months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death
(except as otherwise provided in Section 7(d) below); provided, however, that if during any part of such three-month period
your Option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law
Compliance,” your Option will not expire until the earlier of the Expiration Date






    	4



    	



    

or until it has been exercisable for an
aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any
part of such three-month period, the sale of any Common Stock received upon exercise of your Option would violate the Company’s
insider trading policy, then your Option will not expire until the earlier of the Expiration Date or until it has been exercisable
for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common
Stock received upon exercise of your Option would not be in violation of the Company’s insider trading policy. Notwithstanding
the foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date
of Grant, and (iii) you have vested in a portion of your Option at the time of your termination of Continuous Service, your Option
will not expire until the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date
that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


c.twelve (12)
months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 7(d))
below;


 


d.twelve (12)
months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than Cause;


 


e.the Expiration
Date indicated in your Grant Notice; or


 


f.the day before
the 10th anniversary of the Date of Grant.


 


8.Exercise.


 



a.You may exercise
the vested portion of your Option during its term by (i) delivering a Notice of Exercise (in a form designated by the Company)
or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price
and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company
may designate, together with such additional documents as the Company may then require.


 


b.By exercising
your Option you agree that, as a condition to any exercise of your Option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the
exercise of your Option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject
at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


c.By
accepting your Option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to
any shares of Common Stock or other securities of the Company held by you, for a period of 180 days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or
the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar
rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in
this Section






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8(c) will prevent the exercise of a repurchase
option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements
as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of
Common Stock (or other securities) of the Company held by you will be bound by this Section 8(c). The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 8(c) and will have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.


 


9.Transferability.
Except as otherwise provided in this Section 9, your Option is not transferable, except by will or by the laws of descent
and distribution, and is exercisable during your life only by you. 


 


a.Certain Trusts.
Upon receiving written permission from the Board or its duly authorized designee, you may transfer your Option to a trust
if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while
the Option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company. 


 


b.Domestic Relations
Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated
transferee enter into transfer and other agreements required by the Company, you may transfer your Option pursuant to the terms
of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by
Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged
to discuss the proposed terms of any division of this Option with the Company prior to finalizing the domestic relations order
or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital
settlement agreement. If this Option is an Incentive Stock Option, this Option may be deemed to be a Nonstatutory Stock Option
as a result of such transfer.


 


c.Beneficiary Designation.
Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to
the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate
a third party who, on your death, will thereafter be entitled to exercise this Option and receive the Common Stock or other consideration
resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled
to exercise this Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.



 


10.Option
not a Service Contract. Your Option is not an employment or service contract, and nothing in your Option will be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment. In addition, nothing in your Option will obligate the Company or an Affiliate,
their respective stockholders, boards of directors, officers






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or employees to continue any relationship that you might have as
a Director or Consultant for the Company or an Affiliate.


 


11.Withholding
Obligations.


 


a.At the time
you exercise your Option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding
from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a
“same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to
the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations
of the Company or an Affiliate, if any, which arise in connection with the exercise of your Option. 


 


b.Upon your
request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company
may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your Option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the
minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your
Option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred
to a date later than the date of exercise of your Option, share withholding pursuant to the preceding sentence shall not be permitted
unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common
Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination
of such tax withholding obligation to the date of exercise of your Option. Notwithstanding the filing of such election, shares
of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your
Option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such
share withholding procedure shall be your sole responsibility.


 


c.You may not
exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your Option when desired even though your Option (or any portion thereof) is vested, and the Company
will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any
escrow provided for herein, if applicable, unless such obligations are satisfied.


 


12.Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any
of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your Option or your other compensation.
In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified
in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant
and there is no other impermissible deferral of compensation associated with the Option. 






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13.Notices.
Any notices provided for in your Option, the Grant Notice, this Option Agreement or the Plan will be given in writing
(including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the
Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided
to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan
and this Option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this
Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.




 


14.Governing
Plan Document. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a
part of your Option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to
time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those
of the Plan, the provisions of the Plan will control. In addition, your Option (and any compensation paid or shares issued under
your Option) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and
any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise
required by applicable law.


 


15.Other
Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required
by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt
of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and
the Company’s insider trading policy, in effect from time to time.


 


16.Effect
on Other Employee Benefit Plans. The value of this Option will not be included as compensation, earnings, salaries,
or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate,
except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any
of the Company’s or any Affiliate’s employee benefit plans.


 


17.Voting
Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to
be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and other
rights as a stockholder of the Company. Nothing contained in this Option, and no action taken pursuant to its provisions, will
create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.


 


18.Severability.
If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful
or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared
to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid
shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.






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19.Miscellaneous.


 


a.The rights
and obligations of the Company under your Option will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 


 


b.You agree
upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Option.


 


c.You acknowledge
and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Option, and fully understand all provisions of your Option.


 


d.This Option
Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


 


e.All obligations
of the Company under the Plan and this Option Agreement will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


*          *          *


 


This Option Agreement will
be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.



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Attachment II


 


2014 Equity Incentive Plan



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Attachment III


 


Notice of Exercise


 


Everyday Health, Inc.

345 Hudson Street, 16th Floor

New York, NY 10014


 


Date of Exercise: _______________


 


This constitutes notice
to Everyday Health, Inc. (the “Company”) under my nonstatutory stock option described below (the “Option”)
granted pursuant to the Company’s 2014 Equity Incentive Plan (as it may be amended from time to time) as evidenced by the
Stock Option Grant Notice and Option Agreement thereunder, that I elect to purchase the below number of shares of Common Stock
of the Company (the “Shares”) for the price set forth below.


 


	Option Grant Date:	_______________	 	_______________
	 	 	 	 
	Number of Shares as to which the Option is exercised:	_______________	 	_______________
	 	 	 	 
	Certificates to be issued in name of:	_______________	 	_______________
	 	 	 	 
	Total exercise price:	$______________	 	$______________
	 	 	 	 
	Cash payment delivered herewith:	$______________	 	$______________
	 	 	 	 
	[Value of ________ Shares delivered
    herewith1:	$______________	 	$______________]
	 	 	 	 
	[Value of ________ Shares pursuant
    to net exercise2:	$______________	 	$______________]
	 	 	 	 
	[Regulation T Program (cashless exercise3):	$______________	 	$______________]



 


 






1 Shares must meet the
public trading requirements set forth in the option agreement. Shares must be valued in accordance with the terms of the Option
being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must
be endorsed or accompanied by an executed assignment separate from certificate.


2 Everyday Health, Inc.
must have established net exercise procedures at the time of exercise, in order to utilize this payment method.


3 Shares must
meet the public trading requirements set forth in the option agreement.







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By this exercise, I agree
(i) to provide such additional documents as you may require pursuant to the terms of the Company’s 2014 Equity Incentive
Plan (as it may be amended from time to time), and (ii) to provide for the payment by me to the Company (in the manner designated
by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option.


 





	 	Very truly yours,
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name




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