Exhibit 10.1


 


		




 


111
E. 18th St. New York, NY 10003

Tel (212) 431 7464 Fax (212) 431 7461

buzzfeed.com


 


August
4, 2022


 


Re:
Amendment to Offer Letter


 


1.   
This letter agreement (this “Amendment”) is intended to amend the terms of that certain offer letter by and
between you and BuzzFeed, Inc. (the “Company”), dated March 25, 2022 (the “Offer Letter”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in your Offer Letter.


 


2.    
Pursuant to Section 4 of your Offer Letter, you were eligible to receive a one-time initial grant of restricted stock units (“RSUs”)
equal in value to $7,000,000. In lieu thereof, subject to the approval of the Board or its Compensation Committee, you will be granted
the following:


 


		(i)	In
accordance with the Company’s regular grant cycle following your start date, an initial award of a number of RSUs having a target
value of $5,000,000, with the actual number of RSUs to be determined by dividing the target value by the average closing price of the
Company’s Common Stock over the 20-trading days immediately preceding your start date (the “Initial RSU Award”).
The Initial RSU Award will vest with respect to one-third of the total number of shares subject to the award on the first anniversary
of your start date, and thereafter will vest with respect to 1/12th of the total award on each three-month anniversary thereafter
such that the Initial RSU Award would be fully vested at the end of the three-year period, subject to your continued service on each
applicable vesting date.



 


		(ii)	In
accordance with the Company’s regular grant cycle following the one-year anniversary of your start date (such anniversary, the
 “Measurement Date”), a subsequent award of a number of RSUs having a target value of $2,000,000, with the actual number
of RSUs to be determined by dividing the target value by the average closing price of the Company’s Common Stock over the 20-trading
days immediately preceding the Measurement Date; provided that in no event shall the award granted pursuant to this clause (ii) exceed
1,000,000 RSUs (the “Subsequent RSU Award”). The Subsequent RSU Award will vest with respect to 1/8th of
the total award on each three-month anniversary following the Measurement Date, such that the Subsequent RSU Award would be fully vested
at the end of the two-year period, subject to your continued service on each applicable vesting date.



 






    1


     


    

 


		(iii)	In
                                            the event of a Change in Control of the Company (as defined in the Severance Plan) prior
                                            to the Measurement Date, then in lieu of the Subsequent RSU Award, and immediately preceding
                                            the consummation of the Change In Control, an award of RSUs having a target value of $2,000,000,
                                            with the actual number of RSUs to be determined by dividing the target value by the average
                                            closing price of the Company’s Common Stock over the 20-trading days immediately preceding
                                            the date of the consummation of the Change in Control; provided that in no event shall the
                                            award granted pursuant to this clause (iii) exceed 1,000,000 RSUs (the “CIC RSU
                                            Award”). The CIC RSU Award will vest with respect to 1/8th of the total
                                            award on each three-month anniversary following the grant date, such that the CIC RSU Award
                                            would be fully vested at the end of a two-year period, subject to your continued service
                                            on each applicable vesting date.



 


The
Initial RSU Award, the Subsequent RSU Award and the CIC RSU Award (if applicable) will each be subject to the terms and conditions applicable
to RSUs granted under the Company’s 2021 Equity Incentive Plan and the Restricted Stock Unit Agreement thereunder.


 


3.     Except
as explicitly amended by this Amendment, the Offer Letter shall continue in full force and effect in accordance with its terms. The
Offer Letter, as amended by this Amendment, supersedes and replaces any prior agreements, representations or understandings (whether
written, oral, implied or otherwise) between you and the Company and constitutes the complete agreement between you and the Company
regarding the subject matter set forth herein. Neither the Offer Letter nor this Amendment may be further amended or modified,
except by an express written agreement signed by both you and a duly authorized officer of the Company, provided that if any part is
deemed unenforceable, the offending provision or part thereof shall be deemed severed or reformed so as to make the balance of this
Amendment enforceable.


 


(Signature
Pages Follow)


 






    2


     


    

 


	Very
    truly yours,	 
	BuzzFeed,
    Inc.	 
	 	 
	By:	/s/Jonah Peretti	 
	Jonah
    Peretti	 
	Founder
    & CEO	 
	 	 
	I
    have read and accept this Amendment to my Offer Letter:	 
	 	 
	/s/
    Marcela Martin	 
	Dated:
    August 4, 2022	 




 


(Signature
Page to Amendment to Offer Letter)