Exhibit 10.3


 


January 18, 2015


 


Michael du Toit


 


Dear Michael,


 


On behalf of Everyday Health, Inc. (the “Company”),
I am pleased to offer you the full-time position of President, reporting to Ben Wolin. The terms of your employment relationship
with the Company will be set forth below.


 


Cash Compensation: Your start date is expected to be February
2, 2015, but the actual start date may change upon mutual agreement of the parties. During calendar year 2015, your annual base
salary will be four hundred thousand dollars ($400,000) and during calendar year 2016, your annual base salary will be four hundred
and twenty five thousand dollars ($425,000). You are an exempt employee and therefore not eligible to receive overtime pay. Company
employees are paid semi-monthly on the 15th and end of the month. The Company shall also pay you a “sign-on”
bonus in the amount of $200,000, payable by February 15, 2015.


 


You are eligible to receive an annual performance bonus, and the
target for this annual performance bonus is 100% of your base salary (i.e. $400,000 for 2015). For calendar year 2015 and 2016,
the bonus structure will be as follows: (i) 50% will be based on the Company’s total 2015 and 2016 revenue, as applicable,
measured against the Board-approved revenue goal for the relevant year; and (ii) 50% will be based on the Company’s total
2015 and 2016 adjusted EBITDA, as applicable, measured against the Board-approved adjusted EBITDA goal for the relevant year. The
calculation of the final performance bonus payout amounts based on the Company’s revenue and adjusted EBITDA relative to
the Board-approved goals (e.g. tiered payouts based on actual performance relative to goal) shall be consistent with the structure
approved by the Company’s Compensation Committee for the other senior executives. Annual bonuses are paid by the Company
in the latter half of the first calendar quarter, following completion of the annual audit for the prior calendar year. Notwithstanding
the foregoing, the Company will guarantee 25% of your 2015 bonus target (i.e. $100,000) regardless of the Company’s financial
performance. The Board-approved revenue and adjusted EBITDA goals are subject to appropriate pro forma adjustment in the event
of acquisition or other similar corporate events during the course of the year.


 


Employee Benefits: You will be eligible for the benefits
package that the Company offers to its regular, full time employees, subject to the terms and conditions of the applicable benefits
plan. These benefits include participation in the Company’s 401k plan and the Company’s Employee Stock Purchase Plan
(ESPP). The details of this package have been, or will be, sent to you electronically.


 


Equity Compensation: In connection with your hiring you will
receive a grant of 110,000 restricted stock units (RSUs) pursuant to the Company’s 2014 Equity Incentive Plan. Twenty




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percent of the RSUs subject to this award (i.e. 22,000 RSUs) will
vest on November 15, 2015; forty percent of the RSUs subject to this award (i.e. 44,000 RSUs) will vest on November 15, 2016; and
forty percent of the RSUs subject to this award (i.e. 44,000 RSUs) will vest on November 15, 2017.


 


In addition to the RSU award described in the preceding paragraph,
you shall receive a grant of 40,000 RSUs in the first quarter of 2015. The vesting of this award shall be linked to the Company’s
2015 financial performance as follows: (i) 10,000 of such RSUs shall vest on March 31, 2016 if, and only if, the Company’s
total revenue for 2015 (based on the Company’s annual audit) equals or exceeds the Board-approved revenue goal for 2015;
(ii) 10,000 of such RSUs shall vest on March 31, 2016 if, and only if, the Company’s total adjusted EBITDA for 2015 (based
on the Company’s annual audit) equals or exceeds the Board-approved adjusted EBITDA goal for 2015; (iii) 10,000 of such RSUs
shall vest on March 31, 2016 if, and only if, the Company’s total revenue for 2015 (based on the Company’s annual audit)
equals or exceeds 102.5% of the Board-approved revenue goal for 2015; and (iv) 10,000 of such RSUs shall vest on March 31, 2016
if, and only if, the Company’s total adjusted EBITDA for 2015 (based on the Company’s annual audit) equals or exceeds
102.5% of the Board-approved adjusted EBITDA goal for 2015; provided, however, that in the case of (iii) and (iv) above, in the
event that the Company’s total revenue or adjusted EBITDA falls between the Board-approved target and 102.5% of the Board-approved
target, then a proportionate share of the relevant RSUs shall vest. By way of example, if the total revenue for 2015 falls halfway
between the Board-approved target and 102.5% of the Board-approved target, then 5,000 RSUs shall vest under (iii) above.


 


Similarly, you shall receive a grant of 40,000 RSUs in the first
quarter of 2016. The vesting of this award shall be linked to the Company’s 2016 financial performance as follows: (i) 10,000
of such RSUs shall vest on March 31, 2017 if, and only if, the Company’s total revenue for 2016 (based on the Company’s
annual audit) equals or exceeds the Board-approved revenue goal for 2016; (ii) 10,000 of such RSUs shall vest on March 31, 2017
if, and only if, the Company’s total adjusted EBITDA for 2016 (based on the Company’s annual audit) equals or exceeds
the Board-approved adjusted EBITDA goal for 2016; (iii) 10,000 of such RSUs shall vest on March 31, 2017 if, and only if, the Company’s
total revenue for 2016 (based on the Company’s annual audit) equals or exceeds 102.5% of the Board-approved revenue goal
for 2016; and (iv) 10,000 of such RSUs shall vest on March 31, 2017 if, and only if, the Company’s total adjusted EBITDA
for 2016 (based on the Company’s annual audit) equals or exceeds 102.5% of the Board-approved adjusted EBITDA goal for 2016;
provided, however, that in the case of (iii) and (iv) above, in the event that the Company’s total revenue or adjusted EBITDA
falls between the Board-approved target and 102.5% of the Board-approved target, then a proportionate share of the relevant RSUs
shall vest. By way of example, if the total revenue for 2016 falls halfway between the Board-approved target and 102.5% of the
Board-approved target, then 5,000 RSUs shall vest under (iii) above.


 


As with the annual bonus calculation described above, the Board-approved
revenue and adjusted EBITDA goals are subject to appropriate pro forma adjustment in the event of acquisition or other similar
corporate events during the course of the year.






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With respect to all the RSU awards detailed above, if you remain
in continuous service at the time of a “Corporate Transaction” (as defined in the 2014 Equity Incentive Plan), 50%
of the then-unvested RSUs will become vested and exercisable as of immediately prior to the closing of such transaction. Beginning
in 2017, you shall be eligible to receive additional equity-based awards like other senior executives of the Company, subject to
the final approval of the Company’s Compensation Committee. Historically, such awards have been granted in the first calendar
quarter of the year in connections with the Company’s annual employee performance review process.


 


Severance: If the Company terminates your employment without
Cause (as defined below), and other than as a result of your death or disability, and provided such termination constitutes a “separation
from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then subject to your obligations below, the Company
will pay to you, as severance, an amount equal to (i) twelve (12) months of your then-current base salary and (ii) your annual
performance bonus target amount (collectively, the “Severance Benefits”). In addition, you will receive the Severance
Benefits if you resign from employment with the Company for “Good Reason” within ten (10) days after the occurrence
of one of the events specified in the definition of Good Reason, by giving notice that you intend to terminate your employment
for Good Reason on the thirtieth (30) day following the Company’s receipt of your notice, if the Company has not cured the
event that gives rise to Good Reason before the end of such thirty (30) day period. The Severance Benefits are conditional upon
(a) your continuing to comply with your obligations under your Agreement to Protect Information, Assign Inventions, and Prevent
Unfair Competition and Unfair Solicitation (the “Confidentiality Agreement”) during the period of time in which you
are receiving the Severance Benefits and (b) your delivering to the Company an effective, general release of claims in favor of
the Company in a form acceptable to the Company within 30 days following your termination date. The Severance Benefits will be
paid on the Company’s regular payroll schedule over the 12 month period immediately following your termination date, and
will be subject to applicable tax withholdings; provided, however, that no payments will be made prior to the 30th day following
your termination date. In addition to the Severance Benefits, in the event of a termination without Cause by the Company or your
termination of employment for Good Reason, any remaining unvested RSUs that were part of the initial grant of 110,000 time-based
RSUs referenced above shall be vested as of the employment termination date.


 


For purposes of this Agreement, “Cause” means (A) your
conviction (including a guilty plea or a no contest plea) of a felony, or of any other crime involving fraud, dishonesty or moral
turpitude; (B) your attempted commission of or participation in a fraud or act of material dishonesty against the Company; (C)
your material breach of any written agreement between you and the Company (including but not limited to your Confidentiality Agreement);
or (D) your refusal to follow a clear and lawful directive of the Chief Executive Officer or Board of Directors or your habitual
neglect of your duties, provided that if Cause is based on the occurrence of an event specified in (D) above, the Company will
give you written notice that the Company intends to terminate your employment for Cause on the thirtieth (30th) day following your
receipt of the Company’s notice, if you have not cured the circumstances constituting Cause before the end of such thirty
(30) day period.. For purposes of this Agreement, “Good Reason” means the occurrence
of any of the following without your prior written consent: (i) a reduction by the Company in your base




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salary or target bonus; (ii) the assignment to you of any duties
or responsibilities which result in the material diminution of your then current position; or (iii) relocation of your principal
place of business more than fifty (50) miles from its current location.


 


It is intended that all of the Severance Benefits payable under
this letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury
Regulations 1.409A-1(b)(4) and 1.409A-1(b)(9), and this letter will be construed to the greatest extent possible as consistent
with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section
1.409A-2(b)(2)(iii)), your right to receive any installment payments under this letter (whether severance payments, reimbursements
or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder
shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this letter,
if you are deemed by the Company at the time of your separation from service to be a “specified employee” for purposes
of Code Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein are deemed to be “deferred
compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited
distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be
provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from
Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition
of adverse taxation. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period,
all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid
as otherwise provided herein.


 


Business Expenses: All approved business expenses will be
reimbursed, following submission of an approved expense report approved by your manager. During the time your primary residence
is in the Philadelphia, Pennsylvania area, the Company will provide you with housing in Manhattan (either access to a residence
that is rented by the Company or reimbursement of hotel accommodations) for use during the business week and other business uses.
The tax treatment for such housing allowance, and any public disclosure in the Company’s securities filings, shall be consistent
with applicable tax and securities laws.


 


Non-Disclosure and Developments Agreement: Like all Company
employees, you will be required to sign the Company’s standard “Agreement to Protect Information, Assign Inventions,
and Prevent Unfair Competition and Unfair Solicitation” as a condition of employment. In addition, you will be required to
abide by the Company’s strict policy that prohibits any new employee from using or bringing with him or her from any previous
employer any confidential information, trade secrets, or proprietary materials or processes of such former employer.


 


At-Will Employment: This letter does not constitute a guarantee
of employment or an employment contract for any specified period of time. You will be an employee-at-will, meaning that either
you or the Company may terminate your employment relationship at any time, without notice, for any reason or no reason.




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Federal Immigration Law: For purposes of federal immigration
law, you are required to provide to the Company documentary evidence of your identity and eligibility for employment in the United
States. Documentation must be provided to us within three (3) business days of your commencement date, or our employment relationship
with you may be terminated.


 


We are pleased that you are joining our team to work with us to
help the Company reach its full potential. Please confirm your acceptance of this offer by signing and emailing one copy of this
letter to me at ashapiro@everydayhealthinc.com. If you have any questions, please feel free to contact me at (646)-728-9715.


 


Sincerely,


 


	/s/ Alan Shapiro	 
	Alan Shapiro	 
	EVP, General Counsel


 


The foregoing terms and conditions are hereby accepted:


 


	Employee Signature:	/s/ Michael du Toit	 
	 	 	 
	Name: 	Michael du Toit
	 	 	 
	Date:	January 18, 2015






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