Exhibit








Exhibit 10.04



February 18, 2016


Ms. Shannon Shaw
3651 Haverhill Dr.
Indianapolis, IN 46240
(317) 860-0244 | shannons@angieslist.com


Dear Shannon:


On behalf of Angie’s List, Inc. (the “Company”) I am pleased to provide you with the following terms and conditions regarding your continued employment as Chief Legal Officer & Corporate Secretary with the Company:


		
	1.
	Employment. In your role as Chief Legal Officer & Corporate Secretary, you agree to devote your full business time, best efforts, skill, knowledge, attention and energies to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company. You will report directly to the Chief Executive Officer. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. Your employment will continue to be based out of the Company’s headquarters in Indianapolis, Indiana. The effective date of of this notice is Thursday, February 18, 2016.




		
	2.
	Base Salary. Your current, annualized base salary is set at $321,000.00, less all applicable taxes and withholdings, payable in installments in accordance with the Company’s regular payroll practices.




		
	3.
	Discretionary Bonus Plan. You will be eligible to receive a retention and performance bonus of a target payment amount of 50% of your base salary. Any bonus amount you may receive for a given fiscal year (the “Discretionary Bonus”) will be as determined by the Company at its sole discretion and pursuant to its bonus practices and policies as they may exist from time to time. You must be an active employee of the Company on the date any Discretionary Bonus is distributed in order to be eligible for and to earn any such bonus award. 




		
	4.
	Benefits. During your employment, you shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel  any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.




		
	5.
	Vacation and Days Off. It is at the discretion of the Executive Officer to schedule paid time off as needed.




		
	6.
	Restrictive Covenants. 




		
	a.
	Proprietary Information. You hereby confirm and reaffirm your obligations to the Company as set forth in the Employee Proprietary Information and Inventions Agreement you previously executed for the benefit of the Company.













		
	b.
	Limited Non-Competition During Employment. You agree that during  your employment with Company, you will not, directly or indirectly, (i) have any ownership interest in, work for, advise, consult for, or have any business connection or business relationship with any person or entity that competes with the Company or that is planning to compete with the Company; (ii) recruit, solicit, or encourage, directly or indirectly, any employee of Company to separate from Company; (iii) recruit, solicit, or encourage, directly or indirectly, any customer of Company to cease or curtail its business with Company; or (iv) directly or indirectly market, sell or otherwise provide any products or services which are competitive with or substantially similar to any product or service produced, sold or distributed by the Company, to any customer of the Company.




		
	7.
	Termination of Employment. Your employment may be terminated by either the Company or  you at any time and for any reason. Upon termination of your employment, you shall be entitled to the compensation and benefits described herein and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.




		
	a.
	Termination without Cause. In the event that (a) your employment is terminated by the Company without Cause (as defined below), (b) such termination does not occur within the 3 month period prior to or within the 18 month period following Change of Control (as defined below), and (c) within sixty (60) days following your termination date you timely execute and do not revoke a separation and release agreement drafted by and satisfactory to the Company (the “Separation Agreement”), the Company will provide you with the following payments (the “Severance Payments”):




		
	i.
	Severance pay equal to twelve (12) months of your then current base salary, payable in a lump sum on the Payment Commencement Date (as defined below); and


		
	ii.
	The Company shall pay you an additional lump sum insurance stipend equal to eighteen (18) times the monthly COBRA premium that corresponds, as of the date of your termination of employment, to the health, dental, and vision coverage immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to you on  the same payroll date as the first installment of severance pay as defined below. You may apply the stipend towards the purchase of COBRA continuation coverage or for any other purpose. Provided, however, you will not be entitled to the Insurance Stipend should you voluntarily resign your employment or if the Company terminates your employment for Cause.


		
	iii.
	The Severance Payments shall be paid or commence, as applicable, on the sixtieth (60th) day following your date of termination (the “Payment Commencement Date”); provided, however, that if by the 60th day following your date of termination the Severance Agreement has not become binding, then you shall not be entitled to the Severance Payments and the Severance Payments shall  not be paid or commence. All Severance Payments shall be subject to the terms and conditions set forth herein.


		
	iv.
	For purposes hereof, “Cause” shall mean a determination by the Company (which determination shall not be arbitrary or capricious) that: (i) you were convicted of, or pled nolo contendere to, a felony (regardless of the nature of the felony), or any other crime involving theft, embezzlement, bribery, dishonesty, fraud, or moral turpitude, (ii) you engaged in or acted with willful misconduct (including, but not limited to, acts of fraud, criminal activity, or professional misconduct) in connection with the performance of your duties and responsibilities to  the Company or any of its subsidiaries which was injurious to the Company or any of its subsidiaries, (iii) you acted with recklessness or criminal fraud in the performance of your duties, or (iv) you willfully breached any written agreement or obligation to the Company or any of its subsidiaries.













		
	b.
	Termination without Cause or For Good Reason the 3 Month Period Prior to or within the 18 Month Period Following a Change of Control. In the event that your employment is terminated by the Company without Cause or by you for Good Reason (as defined below and in accordance with the process set forth below), in each case within the 3 month period prior to or within the 18-month period following a Change of Control (as defined below), and provided that within sixty (60) days following your termination date you timely execute and do not revoke the Separation Agreement, the Company will provide you with the following payments and benefits (the “Change of Control Benefits”):




		
	i.
	Severance pay equal to twenty-four (24) months of your then current base salary, payable in a lump sum on the Payment Commencement Date; and


		
	ii.
	The Company shall pay you an additional lump sum insurance stipend equal to eighteen (18) times the monthly COBRA premium that corresponds, as of the date of your termination of employment, to the health, dental, and vision coverage immediately prior to termination of employment. The stipend will be subject to all applicable withholdings and deductions, and will be paid to you on  the same payroll date as the first installment of severance pay as defined below. You may apply the stipend towards the purchase of COBRA continuation coverage or for any other purpose. Provided, however, you will not be entitled to the Insurance Stipend should you voluntarily resign your employment or if the Company terminates your employment for Cause.


		
	iii.
	The Change of Control Benefits shall be paid or commence, as applicable, on the Payment Commencement Date. All Change of Control Benefits shall be subject to the terms and conditions set forth herein.


		
	iv.
	For purposes hereof, “Change of Control” means, with respect to the Company, any of the following events: (i) the dissolution, liquidation, or sale of all or substantially all of the business, properties, and assets of the Company, (ii) any reorganization, merger, consolidation, sale, or exchange of securities in which the Company does not survive, (iii) any sale, reorganization, merger, consolidation, or exchange of securities in which the Company does survive and any of the Company's shareholders have the opportunity to receive cash, securities of another corporation, partnership, or limited liability company and/or other property in exchange for their capital stock of the Company, or (iv) any acquisition by any person or group (as defined in Section 13d of the Exchange Act) of beneficial ownership of more than 50% of the then outstanding shares of the Company's common stock.


		
	v.
	For purposes hereof, the term “Good Reason” shall mean one or more of the following conditions arising without your consent and existing for no longer than an 18-month period before the date you terminate employment: (i) a material diminution in your base compensation; or (ii) a material diminution in your authority, duties, or responsibilities. To be entitled to terminate your employment for Good Reason, you must (i) provide written notice to the Company of the event or change you consider constitutes “Good Reason” within 30 calendar days following its occurrence, (ii) provide the Company with a period of at least 30 calendar days to cure the event or change, and (iii) if the Good Reason persists following the cure period, actually resign by written resignation letter within 90 calendar days following the event or change.


		
	vi.
	Notwithstanding anything contained in this letter to the contrary, if your employment is terminated within three (3) months prior to a Change in Control and you reasonably demonstrate that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes of this Agreement, the date of a Change in Control with respect to you shall mean the date immediately prior to the date of your termination of employment.













		
	8.
	Termination Due to Death or Disability. In the event that your employment is terminated by the Company due to your death or Disability (as defined below), you or your estate, as applicable, shall be entitled to your unpaid base salary through the date of your termination of employment, payable on the regular payday immediately following such termination date. You will not be entitled to any other compensation or consideration, including any bonus not yet paid that you may have received had your employment with the Company not ceased.




For purposes hereof, “Disability” shall be defined as your inability to perform your job duties by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required prior to the commencement of such disability for periods aggregating to 180 days or more, whether or not continuous, within any continuous period of two (2) years.


		
	9.
	Termination at Any Time for Cause or Without Good Reason. In the event that your employment is terminated at any time by the Company for Cause or by you without Good Reason, you will be entitled only to your unpaid base salary through the date of your termination of employment, plus any monies due to you under the provisions of Company’s Paid Time Off Policy, if applicable to you. You will be paid these amounts as soon as administratively possible on the Company’s first regular pay cycle following your termination date. You will not be entitled to any other compensation or consideration, including any bonus not yet paid that you may have received had  your employment with the Company not ceased.




		
	10.
	No Conflict. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. You further represent that you will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.




		
	11.
	At-Will Employment. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at- will, under which both the Company, and you remain free to end the employment relationship for any reason, at any time, with or without cause or notice. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the Interim Chief Executive Officer of the Company that expressly states the intention to modify the at-will nature of your employment. Following your termination of employment with the Company you will be reimbursed for all reimbursable expenses reasonably incurred in the course of your work for the Company and documented in accordance with the Company’s then current expense reimbursement policies and practices.




		
	12.
	Section 409A


		
	a.
	It is intended that the payments and benefits provided under Paragraphs 3 and 7 shall be exempt from the application of the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). This letter shall be construed, administered, and governed in a manner that affects such intent. Specifically, any taxable benefits or payments provided under this letter are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A (as described in Treasury Regulation Section 1.409A- 1(b)(4)) to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the “separation pay plan” exceptions to Section 409A (as described in Treasury Regulation Section 1.409A-1(b)(9)) to the maximum extent possible and a termination of your employment by the Company without Cause or by you for Good Reason are intended to constitute an “involuntary separation from service” and in turn a “substantial risk of forfeiture” under the meaning of Section 409A.













		
	b.
	To the extent a payment to you is deferred compensation under Section 409A, any payments provided to you shall begin only upon the date of your “separation from service” (determined as set forth below), which occurs on or after the date of your termination of employment. If, as of the date of your separation from service from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each of the payments shall be made on the dates and terms set forth in this letter as applicable. If, as of the date of your separation from service from the Company, you are a “specified employee” (within the meaning of Section 409A), then: (i) each of the payments due pursuant to this letter that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and (ii) each of the payments due pursuant to this letter that is not described in l (b)(i) above and that would, absent this subsection, be paid within the six-month period following your separation from service from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, your death), with any such payments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service and any subsequent payments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any severance payments and benefits if and to the maximum extent that such payment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). The determination of whether and when your separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this subsection (b), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-l(h)(3).


		
	c.
	All reimbursements and in-kind benefits provided for in this letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including,  where applicable,  the requirements that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.


		
	d.
	With respect to any provision that provides for reimbursement of medical expenses, such provision shall be interpreted in accordance with Treasury Regulation Section 1.409A- 1(b)(9)(v)(A).


		
	e.
	Notwithstanding anything herein to the contrary, the Company shall have no liability to you or to any other person if the payments and benefits provided pursuant to this letter that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.




		
	13.
	Section 280G Golden Parachute Rules. Notwithstanding any provision to the contrary in this letter, if the payments and benefits due to you hereunder in connection with or following a change in control (as defined in Section 280G of the Internal Revenue Code), either alone or together with any other payments received or to be received by you from the Company (collectively, the “Aggregate Payments”), or any portion thereof, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor thereto), the following provisions shall apply:




		
	a.
	If the net amount that would be retained by you after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by you after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, you shall be entitled to receive the Aggregate Payments.













		
	b.
	If, however, the net amount that would be retained by you after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, the Aggregate Payments to which you are entitled shall be reduced to such largest amount.




		
	14.
	Pre-Litigation Mediation. You and the Company agree that prior to either party filing a lawsuit regarding any claims under this Agreement or any claims by one party against the other related  to your employment with or separation of employment from Company, we will engage in good faith in pre-litigation mediation pursuant to the then-current rules of the Indiana Supreme Court’s Rules of Court for Alternative Dispute Resolution regarding optional early or pre-litigation mediation.  You and Company agree that neither party will initiate a lawsuit until exhausting such pre-litigation mediation efforts. The only exception to this paragraph is that the Company may seek temporary or preliminary injunctive relief in court regarding your alleged or threatened breach of your obligations described herein under No Conflict.




		
	15.
	Choice of Law and Forum. This Agreement shall  be interpreted, construed and  governed by the laws of the State of Indiana, regardless of its place of execution or performance. You agree that any cause of action regarding this Agreement shall be brought only in a court having jurisdiction over Company in Indiana. By this paragraph, you hereby expressly agree to personal jurisdiction over you in such State or Federal Court in Indiana and waive any entitlement you might otherwise have to a transfer of venue under State of Federal rules of procedure.




		
	16.
	Entire Understanding; Binding on Successors. This letter supersedes all prior understandings and agreements, whether written or oral, relating to the terms of your employment. This letter shall not be assignable by you. This letter shall be binding upon the successors and assigns of the Company, including any successor in connection with a Change in Control.




Shannon, we look forward to you continuing your employment with Angie’s List. If this letter correctly sets forth the terms of your employment with the Company, please sign this letter in the space provided below and return it to Human Resources.


Sincerely,








Scott Durchslag
Chief Executive Officer


The foregoing correctly sets forth the terms of my at-will employment with Angie’s List, Inc. I am not relying on any representations other than those set forth above.


	
					
	 
	 
	 
	 
	 

	Shannon Shaw
	 
	Date