EX-10.11.1







	 	 	 	 	 



EXHIBIT
10.11.1




FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN

MARTHA STEWART LIVING OMNIMEDIA, INC. AND

MARTHA STEWART DATED AS OF SEPTEMBER 17, 2004





     THIS
FIRST AMENDMENT (this “Amendment”), dated as of
December 23, 2008, between Martha Stewart
Living Omnimedia, Inc. (the “Company”) and Martha Stewart (the “Founder”).



     WHEREAS, the Company and the Founder previously entered into an Employment Agreement, dated as
of September 17, 2004 (the “Employment Agreement”); and



     WHEREAS, the Company and the Founder believe it is in the best interests of the parties to
amend the Employment Agreement to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”) pursuant to
the terms of the Amendment as set forth herein; and



     NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth below, the
parties hereby agree as follows:



     1. Compensation Upon Termination. Section 8(a) shall be amended by adding the clause “,
subject in all respects to the application of Section 20(b) below” immediately following the first
clause thereof and prior to the colon preceding clause (i).



     2. Section 409A. A new Section 20 shall be inserted immediately after Section 19 to read as
follows:




“20. Section 409A. (a) The intent of the parties is that payments and benefits under this
Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and
the guidance issued thereunder (“Section 409A”) and, accordingly, to the maximum extent
permitted, all provisions of this Agreement shall be construed in a manner consistent with
the requirements for avoiding taxes or penalties under Section 409A. Founder is hereby
advised to seek independent advice from her tax advisor(s) with respect to any payments or
benefits under this Agreement. Notwithstanding the foregoing, the Company does not
guarantee the tax treatment of any payments or benefits provided under this Agreement,
whether pursuant to the Code, federal, state, local or foreign tax laws and regulations.




(b) If the Executive is deemed on the date of termination of her “separation from service”
with the Company to be a “specified employee”, each within the meaning of Section
409A(a)(2)(B) of the Code, then with regard to any payment or the providing of any benefit
under this Agreement, and any other payment or the provision of any other benefit that is
required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment
or benefit shall not be made or provided prior to the earlier of (i) the expiration of the
six-month period measured from the date of the Founder’s separation from service, or (ii)
the date of the Founder’s death, if and to the extent such six-month



 









 






delay is required to
comply with Section 409A(a)(2)(B) of the Code. In such event, on or promptly after the
first business day following the six-month-delay period, all payments delayed pursuant to
this Section 20 (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to the Executive in
a lump sum, and any remaining payments and benefits due under this Agreement shall be paid
or provided in accordance with the normal payment dates specified for them herein.




(c) If under this Agreement, an amount is to be paid in installments, each installment
shall be treated as a separate payment for purposes of Treasury Regulation Section
1.409A-2(b)(2)(iii).”



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above
written.



	 	 	 	 	 
	 	MARTHA STEWART LIVING OMNIMEDIA, INC.

 	 
	 	By:  	/s/ Wenda Harris Millard
 	 
	 	 	Name:  	Wenda Harris Millard 	 
	 	 	Title:  	Co-Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                                         /s/ Robin Marino
 	 
	 	 	Name:  	Robin Marino 	 
	 	 	Title:  	Co-Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                                         /s/ Martha Stewart
 	 
	 	 	Name:  	Martha Stewart 	 
	 	 	 	 



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