Amended and Restated Employment Agreement between the Company and Brian Gephart, dated as of October 16, 2020
AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2020 (the “Effective Date”), is entered into by and between Leaf Group Ltd., a Delaware corporation (the “Company”), and Brian Gephart (the “Executive”).
WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement, dated as of May 15, 2019 (the “Prior Agreement”), pursuant to which Executive currently serves as the Company’s Chief Accounting Officer;
WHEREAS, on October 16, 2020, the Executive was promoted to the role of Chief Financial Officer (“CFO”) of the Company;
WHEREAS, the Executive and the Company agree that the Prior Agreement is amended and restated in its entirety as set forth in this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Position and Duties.
Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within sixty (60) days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within thirty (30) days following its receipt of such notice, and (3) the effective date of the Executive’s termination for Good Reason occurs no later than sixty (60) days after the expiration of the Company’s cure period.
The payments and benefits described in the preceding Sections 4(a)(ii) through (iv) are referred to herein as the “Severance.” Notwithstanding the foregoing, it shall be a condition to the Executive’s (or the Executive’s estate’s or beneficiaries’, if applicable) right to receive the Severance that the Executive (or the Executive’s estate or beneficiaries, if applicable) execute and deliver to the Company an effective release of claims in a form and manner satisfactory to the Company (the “Release”) within any legally-required review period, if any, following the Date of Termination and that the Executive (or the Executive’s estate or beneficiaries, if applicable) not revoke such Release during any applicable revocation period.
(d) Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 4 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period.
If to the Executive: at the Executive’s most recent address on the records of the Company.
If to the Company:
Leaf Group Ltd.
1655 26th Street
Santa Monica, CA 90404
Attn: General Counsel
with a copy to:
Goodwin Procter LLP
601 Marshall Street
Redwood City, CA 94063
Attn: Anthony McCusker
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
LEAF GROUP LTD.,
a Delaware corporation
/s/ SEAN MORIARTY
Chief Executive Officer
/s/ BRIAN GEPHART