AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.24.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (Amendment) to the Employment Agreement (as defined below) is made and entered into as of October 15, 2013 (the Effective Date), by and between RetailMeNot, Inc., formerly known as WhaleShark Media, Inc., a Delaware corporation (the Company), and Steven Pho, an individual (the Executive).
WHEREAS, the Company (then operating as WhaleShark Media, Inc.) and Executive previously entered into an Employment Agreement effective as of March 1, 2013 (the Employment Agreement); and
WHEREAS, the Company and Executive wish to amend the Employment Agreement in the manner set forth herein, pursuant to Executives request.
NOW THEREFORE, in consideration of their mutual promises and agreements contained in the Employment Agreement and other good and valuable consideration, the Company and Executive agree as follows:
1. | Section 1.6 of the Employment Agreement shall be amended to add the following language as a new Section 1.6.3: |
1.6.3. Termination Without Cause Not In Connection with a Change in Control. Subject to the provisions set forth in this Agreement, in the case of a termination of Executives employment hereunder Without Cause in accordance with Section 1.5.4 above: (i) Company shall pay Executive an amount equivalent to six months of Executives then Base Salary, subject to the tax withholding specified in Sections 1.4.1 above, payable as set forth herein (Termination Severance Payment); and (ii) to the extent Executive participates in any medical, prescription drug, dental, vision and any other group health plan of the Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premium cost to Executive of continued coverage for Executive (and for Executives spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executives termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums). Companys obligation to provide Executive with the Termination Severance Payment is contingent upon Executives execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executives termination date. Payment of the Termination Severance Payment will commence on the first payday following the 30th day after Executives termination date and continue over a six (6) month period in equal installments, with payments made on Companys regular paydays. Such release will not affect Executives continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Companys obligation to pay and Executives right to receive the payments and benefits set forth herein shall cease in the event of Executives material breach of any of his obligations under this Agreement or the Proprietary Information and Inventions Agreement.
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2. | Section 1.6 of the Employment Agreement shall be further amended to add the following language as a new Section 1.6.4: |
1.6.4. Immediate Partial Vesting Upon Change of Control. Upon the occurrence of a Change in Control (as defined in Section 1.6.2 above), twenty-five percent (25%) of any unvested shares subject to any equity grants issued to Executive by Company shall immediately accelerate and vest and become exercisable in full.
3. | Except as specifically amended, the Employment Agreement shall remain in full force and effect as originally executed. |
4. | This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instruments. |
IN WITNESS WHEREOF, this Amendment is hereby executed to be effective as of the date set forth above.
COMPANY | ||
RETAILMENOT, INC. | ||
(formerly known as WHALESHARK MEDIA, INC.) | ||
By: | /s/ G. Cotter Cunningham | |
Name: G. Cotter Cunningham | ||
Title: President and Chief Executive Officer | ||
EXECUTIVE | ||
STEVEN PHO | ||
/s/ Steven Pho | ||
By: Steven Pho |
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