DEMAND MEDIA INC. (Form: 8-K, Received: 05/21/2015 17:08:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2015

DEMAND MEDIA, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001- 35048		20-4731239
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

1655 26th Street Santa Monica, California		90404
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 394-6400

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Brian Pike as Chief Operating Officer

On May 21, 2015, the Board of Directors (the “Board”) of Demand Media, Inc. (the “Company”) appointed Brian Pike, the Company’s current Chief Technology Officer, to also serve as the Company’s Chief Operating Officer effective immediately.

Mr. Pike, 51, has served as the Company’s Chief Technology Officer since October 2014. From April 2012 to October 2014, Mr. Pike was Chief Technology Officer at The Rubicon Project, Inc., an advertising technology company that automates the buying and selling of digital advertising, where he led the engineering organization through rapid growth and the company’s initial public offering. Prior to joining The Rubicon Project, Mr. Pike served as the Chief Technology Officer at Ticketmaster, Inc., a live entertainment ticketing and marketing company, from 2003 to 2010. Mr. Pike received a B.S. in Engineering from Stanford University and an M.B.A. from the Anderson School of Management at UCLA.

On May 21, 2015, the Company entered into an Amended and Restated Employment Agreement with Mr. Pike (the “Pike Agreement”). The Pike Agreement is effective as of May 21, 2015 and expires on May 21, 2019, unless earlier terminated.

The Pike Agreement provides for an annual base salary of $350,000. The Pike Agreement also provides an opportunity for Mr. Pike to earn an annual discretionary cash performance bonus targeted at 50% of his base salary actually paid for any calendar year, based on the attainment of Company performance metrics applicable to senior employees and/or individual performance objectives, in each case as established and approved by the Board or the Compensation Committee of the Board. Mr. Pike is also entitled to participate in customary health, welfare and fringe benefit plans.

In connection with entering into the Pike Agreement, Mr. Pike will be granted stock options covering 75,000 shares with a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant. These stock options will vest over four years with one-quarter (1/4) of the shares subject to the stock option vesting on May 21, 2016 and an additional 1/48th of the shares subject to the stock option vesting on each monthly anniversary of May 21, 2016 thereafter, subject to Mr. Pike’s continued employment through the applicable vesting date. Mr. Pike will also be granted 25,000 Restricted Stock Units (“RSUs”) in connection with entering into the Pike Agreement, which will vest over four years in four equal annual installments commencing on May 15, 2016 and on each anniversary thereafter, subject to Mr. Pike’s continued employment through the applicable vesting date. From time to time during his employment with the Company, Mr. Pike has also received other equity awards under the Company’s equity incentive plans. In addition, during the employment period set forth in the Pike Agreement, Mr. Pike is eligible to receive periodic equity-based incentive awards from the Company.

If Mr. Pike’s employment is terminated by the Company without “cause,” or by Mr. Pike for “good reason” in connection with a “change in control,” or as a result of Mr. Pike’s death or “disability” (each, as defined in the Pike Agreement), then, in addition to accrued amounts, Mr. Pike will be entitled to receive the following benefits:

· a lump-sum payment in an amount equal to six months of Mr. Pike’s annual base salary in effect on the date of termination payable on the 60th day following the date of termination;

· a lump-sum payment in an amount equal to any earned but unpaid prior-year bonus (to the extent such termination occurs after January 1 st of a given calendar year), payable on the date on which annual bonuses are paid to the Company’s senior employees generally for such calendar year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the date of termination occurs;

· Company-paid healthcare continuation coverage for Mr. Pike and his dependents for up to six months after the date of termination; and

· upon a qualifying termination in connection with a change in control, accelerated vesting of all outstanding equity awards held by Mr. Pike on the date of termination.

Mr. Pike’s right to receive the severance payments (either in connection with a change in control or outside the change in control context) described above is subject to his delivery of an effective general release of claims in favor of the Company. In addition, to the extent that any payment or benefit received or to be received by Mr. Pike, including any payment or benefit received in connection with a termination of Mr. Pike’s employment, would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to Mr. Pike than receiving the full amount of such payments.

Executive Departures

On May 20, 2015, Julie Campistron notified the Board and Company that she will be resigning from her position as Executive Vice President, Media, effective as of the close of business on June 5, 2015, in order to pursue other opportunities. In connection with her resignation, Ms. Campistron entered into a Consulting Agreement with the Company dated as of May 21, 2015 (the “Consulting Agreement”) for a term commencing on June 6, 2015 and ending on August 31, 2015, unless earlier terminated. Under the Consulting Agreement, in exchange for the consulting services that she will provide to the Company, Ms. Campistron will receive a monthly consulting fee of $20,000. In addition, subject to Ms. Campistron’s execution and non-revocation of two general releases of claims against the Company, Ms. Campistron will receive payments totaling $15,000. Ms. Campistron can terminate the Consulting Agreement at any time and the Company can only terminate the Consulting Agreement for “cause” as such term was defined in Ms. Campistron’s employment agreement with the Company in effect as of her resignation date.

On May 18, 2015, Frederick Scott Boecker notified the Board and Company that he will be resigning from his position as Executive Vice President, Marketplaces, effective as of the close of business on May 22, 2015, in order to pursue other opportunities.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing the appointment of Mr. Pike as Chief Operating Officer of the Company and the voluntary departures of Ms. Campistron and Mr. Boecker. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Amended and Restated Employment Agreement, dated as of May 21, 2015, by and between Brian Pike and Demand Media, Inc.

10.2		Consulting Agreement, dated as of May 21, 2015, by and between Julie Campistron and Demand Media, Inc.

99.1		Press Release dated May 21, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 21, 2015	DEMAND MEDIA, INC.

	By:	/s/ Daniel Weinrot
		Daniel Weinrot
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.		Description

10.1		Amended and Restated Employment Agreement, dated as of May 21, 2015, by and between Brian Pike and Demand Media, Inc.

10.2		Consulting Agreement, dated as of May 21, 2015, by and between Julie Campistron and Demand Media, Inc.

99.1		Press Release dated May 21, 2015

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of May 21, 2015, is entered into by and between Demand Media, Inc., a Delaware corporation (the “ Company ”) and Brian Pike (the “ Executive ”).

WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement dated October 14, 2014 (the “ Prior Agreement ”), pursuant to which Executive currently serves as the Company’s Chief Technology Officer (“CTO”);

WHEREAS, the Company desires to employ the Executive as the Company’s CTO and Chief Operating Officer (“COO”); and

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:

1. Employment Period . Subject to the provisions for earlier termination hereinafter provided, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and ending on the fourth (4 th ) anniversary of the Effective Date (the “ Employment Period ”). For purposes of this Agreement, “ Effective Date ” shall mean May 21, 2015 . The Executive’s employment hereunder is terminable at will by the Company or by the Executive at any time (for any reason or for no reason), subject to the provisions of Section 4 hereof. This Agreement is effective as of the Effective Date.

2. Terms of Employment .

(a) Position and Duties .

(i) During the Employment Period, the Executive shall serve as the Company’s CTO and COO, reporting to the Chief Executive Officer or his or her designee, and shall perform such duties as are usual and customary for such position. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s role as CTO and COO of the Company. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive may be entitled, the Executive agrees to devote the Executive’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be

a violation of this Agreement for the Executive to engage in any of the following activities: (A) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (B) fulfill limited teaching, speaking and writing engagements on a volunteer basis, and/or (C) holding economic interests in companies in which the Executive does not take an operating role (not to exceed a 5% interest in any company), in each case, so long as such activities do not, individually or in the aggregate, materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement.

(iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in Santa Monica, California (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill the Executive’s duties and responsibilities hereunder.

(b) Compensation, Benefits, Etc .

(i) Base Salary . During the Employment Period, the Executive shall receive a base salary equal to $350,000 per annum (the “ Base Salary ”). The Base Salary shall be reviewed annually by the Compensation Committee (the “ Compensation Committee ”) of the Board (the “ Board ”) and may be increased from time to time by the Compensation Committee in its sole discretion. The Base Salary shall be paid in installments in accordance with the Company’s applicable payroll practices, as in effect from time to time, but no less often than monthly.

(ii) Annual Bonus . In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company ending during the Employment Period, a discretionary cash performance bonus (an “ Annual Bonus ”) under the Company’s bonus plan or program applicable to senior executives. The Executive’s target Annual Bonus (the “ Target Bonus ”) shall be set at fifty percent (50%) of the Base Salary actually paid for such year; provided , however, that with respect to fiscal year 2015, the Executive’s Target Bonus shall be set at the sum of (A) thirty percent (30%) of the Executive’s base salary paid in fiscal year 2015 for the time period covering January 1, 2015 through May 20, 2015; plus (B) fifty percent (50%) of the Executive’s Base Salary paid for the time period from the Effective Date through December 31, 2015. The actual amount of the Annual Bonus shall be determined on the basis of the attainment of Company performance metrics and/or individual performance objectives, in each case, as established and approved by the Board or the Compensation Committee (or their designee) in its sole discretion. Payment of any Annual Bonus(es), to the extent any Annual Bonus(es) become payable, will be contingent upon the Executive’s continued employment through the applicable payment date, which shall occur on the date on which annual bonuses are paid generally to the Company’s similarly situated executives.

(iii) Equity Award .

(A) Stock Option Award . In addition to any previous grants granted to Executive prior to the date hereof, the Company’s Compensation Committee shall approve the grant by the Company to the Executive of a nonqualified option to purchase seventy-five thousand (75,000) shares of

the Company’s common stock (the “ Promotion Stock Option ”) under the Company’s 2010 Incentive Award Plan (the “ Plan ”) following the Effective Date, with an exercise price equal to the fair market value per share on the date of grant. Subject to Section 4(a) hereof, the Promotion Stock Option shall vest over four years with one quarter (1/4) vesting on the one year anniversary of the Effective Date and three-quarters (3/4) vesting in 36 substantially equal installments on each monthly anniversary thereafter, subject to the Executive’s continued employment with the Company through such date. The terms and conditions of the Promotion Stock Option shall, in a manner consistent with this Section 2(b)(iii), be set forth in a separate award agreement in a form prescribed by the Company (the “ Promotion Stock Option Agreement ”), to be entered into by the Company and the Executive, which shall evidence the grant of the Promotion Stock Option. The Promotion Stock Option shall be governed in all respects by the terms and conditions of the Plan.

(B) Restricted Stock Unit Award . In addition to any previous grants granted to Executive prior to the date hereof, the Company’s Compensation Committee shall approve the grant by the Company to the Executive of a restricted stock unit award covering twenty-five thousand (25,000) shares of the Company’s common stock under the Plan (the “ Promotion RSUs ”). Subject to Section 4(a) hereof, the Promotion RSUs shall vest over four years, in four (4) equal annual installments commencing on May 15, 2016 and each anniversary thereafter, subject to the Executive’s continued employment with the Company through such date. The terms and conditions of the Promotion RSUs shall, in a manner consistent with this Section 2(b)(iii), be set forth in a separate award agreement in a form prescribed by the Company (the “ Promotion RSU Award Agreement ”), to be entered into by the Company and the Executive, which shall evidence the grant of the Promotion RSUs. The Promotion RSUs shall be governed in all respects by the terms and conditions of the Plan.

(iv) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be eligible to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, practices, policies and programs, in each case that are available generally to similarly situated executives of the Company. In addition, during the Employment Period the Executive shall be eligible, at the Company’s discretion, to receive periodic equity incentive awards from the Company, including under any annual equity incentive program that may be established by the Company for its senior executives, as may be in effect from time to time.

(v) Welfare Benefit Plans . During the Employment Period, the Executive and the Executive’s dependents shall be eligible to participate in the welfare benefit plans, practices, policies and programs (including, as applicable, medical, dental,

disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company for its similarly situated executives.

(vi) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to similarly situated executives of the Company.

(vii) Fringe Benefits . During the Employment Period, the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to its similarly situated executives from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide. Nothing contained in Sections 2(b)(iv)-(v) hereof or this Section 2(b)(vii) shall, or shall be construed to, obligate the Company to adopt or maintain any incentive, savings, retirement, welfare, fringe benefit or other plan(s) or program(s) at any time.

(viii) Vacation, Personal or Sick Days . During the Employment Period, the Executive shall not be entitled to a fixed number of paid vacation, personal or sick days per year. As a salaried employee, the Company expects the Executive to use the Executive’s judgment to take time off from work for vacation or other personal time in a manner consistent with getting the Executive’s work done in a timely fashion, providing excellent service to the Company’s customers and partners and avoiding inconveniencing the Executive’s co-workers.

3. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s Disability during the Employment Period. For purposes of this Agreement, “ Disability ” shall mean a disability as determined under the Company’s applicable long-term disability plan that prevents the Executive from performing the Executive’s duties under this Agreement (even with a reasonable accommodation by the Company) for a period of six (6) months or more or, if no such plan applies, as determined in the reasonable discretion of the Company.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “ Cause ” shall have the meaning set forth in the Plan.

(c) Termination by the Executive . The Executive’s employment may be terminated by the Executive for any reason, including with Good Reason in connection with a Change in Control (as defined in the Plan). For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any one or more of the following events in connection with a Change in Control, in any case, without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below:

(i) a demotion or material diminution of the Executive’s position, authority, duties or responsibilities (other than any insubstantial action not taken in bad faith and which is promptly remedied by the Company upon notice by the Executive); provided that “Good Reason” does not include a change in title, authority, duties and/or responsibilities following a Change in Control if (A) the Executive’s new title is that of a senior officer of the entity surviving such Change in Control (or, if applicable, its parent company if such entity has a parent company) reporting directly to an executive officer of the entity surviving such Change in Control (or, if applicable, its parent company, if such entity has a parent company), and the Executive’s authority, duties and responsibilities are commensurate with such title or (B) (1) the entity surviving such Change in Control (or, if applicable, its parent company if such entity has a parent company) continues to operate the Company’s principal businesses as a separate unit, division or subsidiary or combines the Company’s principal businesses with one of its existing units, divisions or subsidiaries and (2) the Executive’s new title is that of a senior officer of such unit, division or subsidiary reporting directly to an executive officer of such unit, division or subsidiary (or to an executive officer of the entity surviving the Change in Control or parent company thereof) and (in either case), the Executive’s authority, duties and responsibilities are commensurate with such title and similar in scope (with respect to such unit, division or subsidiary) to the authority, duties and responsibilities of the Executive prior to the Change in Control;

(ii) a requirement that the Executive report to work more than twenty (20) miles from the Company’s Principal Location (not including normal business travel required of the Executive’s position) or, to the extent such requirement would not constitute a material change in the geographic location at which the Executive must perform services under this Agreement within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), such higher number of miles from the Company’s Principal Location as would constitute a material change in the geographic location at which the Executive must perform services under this Agreement within the meaning of Section 409A of the Code;

(iii) a material reduction in the Executive’s base salary; or

(iv) a material breach by the Company of its obligations hereunder.

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.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by a Notice of Termination to the other parties hereto given in accordance with Section 10(b) hereof. For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific termination

provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than sixty (60) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Termination of Offices and Directorships . Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

4. Obligations of the Company upon Termination .

(a) Without Cause, For Good Reason, Death or Disability . Subject to Section 4(d) hereof, if the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (a “ Separation from Service ”) during the Employment Period (such date, the “ Date of Termination ”) by reason of (1) a termination of the Executive’s employment by the Company without Cause; (2) a termination of the Executive’s employment by the Executive for Good Reason; or (3) a termination of the Executive’s employment by reason of the Executive’s death or Disability (each of (1), (2) and (3), a “ Qualifying Termination ”):

(i) The Executive (or the Executive’s estate or beneficiaries, if applicable) shall be paid, in a single lump-sum payment on the date of the Executive’s termination of employment, the aggregate amount of the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay (if any) through the date of such termination (the “ Accrued Obligations ”), in each case, to the extent not previously paid.

(ii) In addition, subject to Section 4(d) hereof and the Executive’s (or the Executive’s estate’s or beneficiaries’, if applicable) timely execution and non-revocation of a Release (as described below), the Executive (or the Executive’s estate or beneficiaries, if applicable) shall be paid:

(A) an amount equal to six (6) months’ of the Base Salary in effect on the Date of Termination (the “ Continuation Amount ”), payable on the 60 th day following the Date of Termination ; and

(B) any unpaid Annual Bonus to which the Executive would have become entitled for any fiscal year of the Company that ends on or before the Date of Termination had the Executive remained employed through the payment date, payable in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior executives

generally for such calendar year, but in no event later than March 15 th of the calendar year immediately following the calendar year in which the Date of Termination occurs, with the actual date within such period determined by the Company in its sole discretion.

(iii) In addition, subject to Section 4(d) hereof and conditioned upon the Executive’s timely execution and non-revocation of a Release, during the period commencing on the Date of Termination and ending on the six (6)-month anniversary of the Date of Termination or, if earlier, the date on which the Executive becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company) (in any case, the “ COBRA Period ”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Executive and the Executive’s eligible dependants with coverage under its group health plans at the same levels and the same cost to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination), provided , however , that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).

The payments and benefits described in the preceding Sections 4(a)(ii) and (iii) 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 substantially the form attached hereto as Exhibit A (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.

(b) For Cause, Without Good Reason or Other Terminations . If the Company terminates the Executive’s employment for Cause, the Executive terminates the Executive’s employment without Good Reason, or the Executive’s employment terminates for any other reason not enumerated in this Section 4, in any case, during the Employment Period, the Company shall pay to the Executive the Accrued Obligations in cash within thirty (30) days after the Date of Termination (or by such earlier date as may be required by applicable law).

(c) Equity Vesting in Connection with a Change in Control . In addition to any payments or benefits due to the Executive under Section 4(a) above (if any), subject to and conditioned upon the Executive’s timely execution and non-revocation of a Release, if the Executive’s employment is terminated by reason of a Qualifying Termination and a Change in Control (A) occurs on or within ninety (90) days after the Date of Termination or (B) has occurred within one (1) year before the Date of Termination, all outstanding compensatory

equity awards that have not yet vested shall conditionally vest and, as applicable, become exercisable on the later of the Date of Termination and the date of such Change in Control (and such vesting shall become unconditional upon such execution and non-revocation of a Release); provided , however , that if the Executive fails to timely execute or revokes the Release, all such conditionally vested awards (and any shares received in respect of such awards) shall be forfeited upon such failure or revocation (subject to repayment by the Company to the Executive of any amounts (if any) paid by the Executive with respect to shares underlying such conditionally vested awards). For the avoidance of doubt, if a Qualifying Termination occurs prior to a Change in Control, all outstanding, unvested compensatory equity awards that would otherwise terminate on the Date of Termination shall remain outstanding and eligible to vest solely upon a Change in Control occurring within ninety (90) days after the Date of Termination (but shall not otherwise vest following the Date of Termination) and shall terminate on the ninetieth (90 th ) day following the Date of Termination if a Change in Control has not occurred on or prior to such ninetieth (90 th ) day (or such earlier expiration date applicable to the award (other than due to a termination of employment)).

(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.

(e) Exclusive Benefits . Except as expressly provided in this Section 4 and subject to Section 5 hereof, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment.

(f) Equity Award Agreements . For the avoidance of doubt, nothing contained in this Agreement is intended to result in any vesting terms that are less favorable to the Executive than those contained in any applicable equity award agreement and, to the extent that the vesting terms contained in any such award agreement are more favorable to the Executive than those provided herein, including, without limitation, this Section 4, the terms of such award agreement shall control.

5. Non-Exclusivity of Rights . Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

6. Excess Parachute Payments, Limitations on Payments .

(a) Best Pay Cap . Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits under Section 4 hereof, being hereinafter referred to as the “ Total Payments ”) would be subject (in whole or part), to excise tax imposed under Section 4999 of the Code (the “ Excise Tax ”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments under this Agreement shall first be reduced, and the noncash severance payments hereunder shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The Total Payments shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

(b) Certain Exclusions . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (B) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “ Accounting Firm ”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non cash benefit or any deferred payment or benefit

included in the Total Payments shall be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

7. Confidential Information and Non-Solicitation . The Executive hereby acknowledges that the Executive has previously entered into an agreement with the Company containing confidentiality and other protective covenants (the “ Confidentiality Agreement ”) and that the Executive remains bound by the terms and conditions of the Confidentiality Agreement.

8. Representations . The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive’s obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Executive’s entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

9. Successors .

(a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

10. Miscellaneous .

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive : at the Executive’s most recent address on the records of the Company.

If to the Company :

Demand Media, Inc.

1655 26 th Street
Santa Monica, CA 90404

Attn: General Counsel

with a copy to:

Latham & Watkins LLP
355 South Grand Ave.
Los Angeles, CA 90071-1560
Attn: Alex Voxman

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.

(c) Sarbanes-Oxley Act of 2002 . Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder, then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

(d) Section 409A of the Code .

(i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code and related Department of Treasury guidance, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided , however , that this Section 10(d) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

(ii) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of

the Code and Section 4(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A of the Code.

(iii) To the extent that any payments or reimbursements provided to the Executive under this Agreement, including, without limitation, pursuant to Section 2(b)(vii) hereof, are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(e) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f) Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g) No Waiver . The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h) Entire Agreement . As of the Effective Date, this Agreement, together with the Confidentiality Agreement, any equity award agreements, and any arbitration agreement, constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, by any member of the Company and its subsidiaries and affiliates, or representative thereof.

(i) Amendment . No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto.

(j) Counterparts . This Agreement and any agreement referenced herein may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

[ SIGNATURE PAGE FOLLOWS ]

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.

DEMAND MEDIA, INC.,
a Delaware corporation


By:	/s/ Sean Moriarty
	Name:	Sean Moriarty
	Title:	Chief Executive Officer


“EXECUTIVE”


	/s/ Brian Pike
	Brian Pike

EXHIBIT A

GENERAL RELEASE

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “ Releasees ” hereunder, consisting of Demand Media, Inc., a Delaware corporation (the “ Company ”) and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “ Claims ”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, [the Age Discrimination In Employment Act], the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “ Release ”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Amended and Restated Employment Agreement, dated as of May 21, 2015, between Demand Media, Inc. and the undersigned (the “ Employment Agreement ”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(vi) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (v) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company.

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

A-1

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

[IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

(A) THE EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

(B) THE EXECUTIVE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

(C) THE EXECUTIVE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.]

The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the Executive may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.

The undersigned agrees that if the Executive hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim.

The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Release this day of , .

A-2

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “ Agreement ”) is made and entered into as of May 21, 2015, by and among Demand Media, Inc. (the “ Company ”) and Julie Campistron (the “ Consultant ”).

RECITALS

A. The Consultant currently serves as Executive Vice President, Media of the Company pursuant to that certain employment agreement with the Company, dated November 1, 2013, as amended from time to time (the “ Employment Agreement ”).

B. In connection with Consultant’s voluntary termination, the Company and the Consultant mutually desire to transition the Consultant’s role with the Company from that of Executive Vice President, Media to that of a non-employee consultant advisor to the Company, effective as of June 6, 2015 (the “ Transition Date ”).

C. The Consultant and the Company mutually desire that, effective as of the Transition Date, the Employment Agreement will terminate, and, subject to and conditioned upon Consultant signing and not revoking a Release, as defined below, this Agreement will supersede and replace the Employment Agreement in its entirety and the Consultant will cease to be an employee of the Company and will thereupon become an independent contractor of the Company performing the Services (as defined below). The Consultant desires to perform such services on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

1. Resignation . The Consultant hereby (a) resigns from her position as Executive Vice President, Media of the Company and from all other offices held with the Company and/or its affiliates (if any), and (b) terminates her employment with all such entities, in each case, effective as of the close of business on June 5, 2015 (the “ Resignation Date ”). As of the Resignation Date, the Employment Agreement shall terminate and shall be of no further force and effect, and neither the Company nor the Consultant shall have any further obligations pursuant thereto. In connection with Consultant’s resignation contemplated herein, the Company shall pay out to Consultant (net of any applicable withholding and payroll taxes) the following items in accordance with applicable law: (i) base salary through the Resignation Date, (ii) unused vacation, if any, accrued in accordance with the Company’s policy, (iii) reimbursement of documented out-of-pocket expenses properly submitted in accordance with the Company’s reimbursement policy and (iv) return of any voluntary contributions made by the Consultant in connection with her participation in the Company’s Employee Stock Purchase Plan, if applicable.

2. Services and Compensation . Subject to and conditioned upon Consultant’s execution and delivery to the Company of an effective release of claims in substantially the form attached hereto as Exhibit A (the “ Release ”) within twenty-one (21) days following the Transition Date and non-revocation of such Release during any applicable revocation period, the parties shall enter into the consulting arrangement as set forth in this Agreement and as specifically described in this section 2.

(a) Services . During the Term (as defined below), the Consultant shall serve as a consultant to the Company with respect to inquiries by the Company’s Content and Media service offering, including eHow, and the Content Solutions and Studio teams, and other Company employees and management as applicable for related transition issues and projects (the “ Services ”). It is the intention of the parties that the Consultant will make herself available to answer questions and address other similar matters for up to approximately fifteen (15) hours per month with respect to the Services contemplated herein as and when reasonably requested by the Company.

(b) Compensation for Services . In consideration for the performance of the Services, during the Term the Company shall pay or provide to the Consultant the monthly sum of twenty thousand dollars and zero cents ($20,000.00) (the “ Consulting Fees ”). Payment of the Consulting Fees contemplated herein shall be paid to Consultant within thirty (30) days after the end of each month in which Services are rendered by Consultant. Consultant must invoice the Company for these amounts. Company shall issue to Consultant a Form 1099 with respect to Consulting Fees paid to the Consultant with respect to the Services provided hereunder.

(c) Expenses . During the Term, the Company shall reimburse the Consultant for reasonable and documented out-of-pocket expenses incurred by Consultant in connection with rendering the Services hereunder, which reimbursement shall be in accordance with the Company’s substantiation and reimbursement policies applicable to any independent contractors, as in effect from time to time.

(d) Employment Termination Payments and Benefits . In addition to the consulting arrangement as set forth in this Agreement and as specifically described above in Sections 2(a)-(c), subject to and conditioned upon the Consultant’s execution and delivery to the Company of the Release within twenty-one (21) days following the Transition Date and non-revocation of such Release during any applicable revocation period, Consultant shall be entitled to a lump sum payment of seven thousand five hundred dollars ($7,500), less applicable taxes and authorized deductions.

3. Term and Obligations Upon Termination

(a) Term . The Consultant’s services hereunder shall be for a term commencing on the Transition Date and ending on August 31, 2015 (the “ Term ”), unless earlier terminated. The Consultant may terminate this Agreement at any time, and Company may terminate this Agreement only for Cause as defined in the Employment Agreement. In the event that this Agreement is terminated early, the Company shall pay any pro-rated Consulting Fees owed to Consultant through the date of termination.

(b) Obligations Upon Termination . Upon termination of the Term and the Consultant’s Services hereunder:

(i) The Company shall pay within thirty (30) days after the date of termination (or such earlier date as may be required by applicable law), all amounts owing to the Consultant for Services completed and/or reimbursable expenses (under Section 2(c) above) incurred through the termination date;

(ii) Section 4 (Confidentiality Agreement), Section 5 (Cooperation), Section 6 (Non-Disparagement) and Section 8 (Independent Contractor) hereof, as well as the Confidentiality Agreement (as defined below), shall survive termination of this Agreement and shall continue in effect.

(c) Return of Property . Upon the termination of the Term and the Consultant’s Services hereunder for any reason, the Consultant agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that the Consultant has in her possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that the Consultant knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties.

(d) Additional Separation Pay . Subject to and conditioned upon the Consultant’s execution and delivery to the Company of an effective release of claims in substantially the form attached hereto as Exhibit B (the “ Consulting Release ”) within seven (7) days following the expiration of the Term or the earlier termination of this Agreement and the Services of Consultant hereunder, Consultant shall be entitled to a lump sum payment of seven thousand five hundred dollars ($7,500), less applicable taxes and authorized deductions.

(e) Exclusivity of Benefits . Except as expressly provided in this Agreement, the Company shall have no further obligations to the Consultant upon termination of the Term and the Consultant’s Services hereunder.

4. Confidentiality Agreement . The parties acknowledge and agree that they have entered into a Confidentiality Agreement, dated April 19, 2007 (the “ Confidentiality Agreement ”) and the Consultant hereby acknowledges and agrees that such agreement shall remain in full force and effect in accordance with its terms and that the Consultant shall be bound by its terms and conditions.

5. Cooperation . In addition to the Services (and without further compensation), the Consultant agrees that, following the Transition Date, the Consultant will use commercially

reasonable efforts to cooperate with the Company, to the extent reasonably requested by the Company, to consult, advise and provide relevant input with respect to: any internal investigation or administrative, regulatory or judicial proceeding involving matters that were within the scope of the Consultant’s duties and responsibilities to the Company and its affiliates during the Consultant’s employment with the Company.

6. Non-Disparagement . The Consultant agrees not to disparage the Company, any affiliate of the Company and/or any officers, directors, employees, shareholders and/or agents of the Company or any affiliate of the Company in any manner intended or reasonably likely to be harmful to them or their business, business reputation or personal reputation. The Company shall ensure that its directors and executive officers do not disparage the Consultant in any manner intended or reasonably likely to be harmful to the Consultant’s business or personal reputation.

7. Representations . The Consultant represents and warrants that the Consultant has no outstanding agreement, relationship or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude the Consultant from performing hereunder or complying with the provisions hereof, and further agrees that the Consultant will not enter into any such conflicting agreement or relationship during the Term. Consultant’s becoming employed on a full-time or part-time basis, or providing consulting services to a third party, shall not be deemed a conflicting relationship hereunder, provided that such other employment or engagement is in accordance with the terms of the Confidentiality Agreement, as defined above, and in particular, with sections 1 (Confidential Information), 4 (Employee Non-Solicitation) and 5 (Client Non-Solicitation). The Consultant agrees to comply with any insider trading policy, ethics policy and business conduct policy of the Company during the term of this Agreement but may adopt a Section 10b5-1 trading plan consistent with such obligations.

8. Independent Contractor . The Consultant expressly acknowledges and agrees that, as of the Transition Date, she is solely an independent contractor and shall not be construed to be an employee of the Company in any matter under any circumstances or for any purposes whatsoever. The Company shall not be obligated to (a) pay on the account of the Consultant, any unemployment tax or other taxes required under the law to be paid with respect to employees, (b) withhold any monies from the fees of the Consultant for income tax purposes or (c) provide the Consultant with any benefits, including without limitation health, welfare, pension, retirement, or any kind of insurance benefits, including workers’ compensation insurance. Notwithstanding the foregoing, any amounts payable to the Consultant in respect of her service as an employee of the Company prior to the Transition Date shall be subject to withholding in accordance with applicable law. The Consultant acknowledges and agrees that the Consultant is obligated to report as income all compensation received by the Consultant pursuant to this Agreement, and to pay any applicable income, self-employment and other taxes thereon. The Consultant and the Company hereby acknowledge and agree that this Agreement does not impose any obligation on the Company to offer employment to the Consultant at any time.

9. Assignment . This Agreement and the rights and duties hereunder are personal to the Consultant and shall not be assigned, delegated, transferred, pledged or sold by the Consultant without the prior written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns.

10. Notices . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Consultant : at the Consultant’s most recent address on the records of the Company.

If to the Company :

Demand Media, Inc.

1655 26 th Street
Santa Monica, CA 90404

Attn: General Counsel

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.

11. Section 409A . To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“ Section 409A ”). Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Consultant to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (a) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (b) comply with the requirements of Section 409A; provided , however , that this Section 11 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

12. Governing Law . Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and interpreted under the laws of the State of California, without regard to conflict of law principles.

13. Entire Agreement; Counterparts . Effective as of the Transition Date, this Agreement, together with the Confidentiality Agreement, the Release(s) and any applicable stock option and restricted stock unit agreements, constitutes the complete and final agreement of the parties and supersede any prior agreements between them, whether written or oral, with respect to the subject matter hereof. Without limiting the generality of the foregoing, the Consultant hereby agrees that as of the Transition Date, the Employment Agreement is hereby terminated and shall be of no further force or effect. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

14. Severability . The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first set forth above.

	DEMAND MEDIA, INC.


	By:	/s/ Sean Moriarty
		Sean Moriarty
		Chief Executive Officer


	CONSULTANT


		/s/ Julie Campistron
		Julie Campistron

EXHIBIT A

GENERAL RELEASE

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “ Releasees ” hereunder, consisting of Demand Media, Inc., a Delaware corporation (the “ Company ”) and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “ Claims ”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “ Release ”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under that certain Consulting Agreement, dated as of May 21, 2015 between the Company and the undersigned, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(vi) of that certain Employment Agreement, dated as of November 1, 2013, as amended from time to time, between the Company and the undersigned, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (v) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document, or any applicable fiduciary policy, of the Company.

THE UNDERSIGNED ACKNOWLEDGES THAT SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

(A) SHE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

(B) SHE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

(C) SHE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.

The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which she may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.

The undersigned agrees that if she hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim.

IN WITNESS WHEREOF, the undersigned has executed this Release this day of , .


	Julie Campistron

EXHIBIT B

GENERAL RELEASE

THE UNDERSIGNED ACKNOWLEDGES THAT SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

IN WITNESS WHEREOF, the undersigned has executed this Release this day of , .


	Julie Campistron

Exhibit 99.1

DEMAND MEDIA’S BRIAN PIKE ASSUMES COO ROLE

Santa Monica, Calif. — May 21, 2015 — Demand Media, Inc. (NYSE: DMD), today announced that Brian Pike, its Chief Technology Officer, will now also serve as Chief Operating Officer. The company also announced that Julie Campistron, Executive Vice President, Media, has decided to step down on June 5 after eight years with Demand Media, but will continue consulting for the company through August, while Scott Boecker, Executive Vice President, Marketplaces, is leaving to pursue another opportunity.

“Beyond his technology role, Brian has become invaluable to our core business during this period of transformation and because of this, we are very fortunate to have him expand his responsibilities into an operational role,” said Sean Moriarty, CEO of Demand Media. “His knowledge, creativity and leadership make him the perfect person to continue our focus on building operational excellence and efficiencies into all areas of the company.”

Brian joined Demand Media in November 2014 from Rubicon Project where as the CTO he led the company through a period of rapid growth and last year’s IPO. Prior to Rubicon, Brian served as CTO of Ticketmaster. In addition to his undergraduate degree from Stanford University, he has an MBA from the Anderson School of Management at UCLA.

“We also want to wish Julie Campistron and Scott Boecker well in their new endeavors,” said Moriarty. “For eight years Julie poured her heart and soul into the business and has been a trusted partner and advisor to me and the leadership team. Scott’s contribution was critical to the smooth integration that Saatchi Art had into Demand Media’s Marketplaces business after its acquisition last year. We thank them both for their contributions to Demand Media.”

About Demand Media

Demand Media, Inc. (NYSE: DMD) is a diversified Internet company that builds platforms across our media (eHow, LIVESTRONG.com and Cracked) and marketplace (Society6 and Saatchi Art ) properties to enable communities of creators to reach passionate audiences in large and growing lifestyle categories. In addition, Demand Media’s Content Solutions and Demand360 programmatic offerings help advertisers find innovative ways to engage with their customers. For more information about Demand Media, visit www.demandmedia.com.

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Media Contact :

David Glaubke.

Vice President, Corporate Communications

david.glaubke@demandmedia.com

(310) 917-6490

Investor Contact:

Malindi Davies
IR@demandmedia.com