GoodRx 8K Departure of Directors or Certain Officers | GDRX 16 Dec 24

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as

of December 12, 2024, by and among GoodRx, Inc., a Delaware corporation (the “Corporation”),

GoodRx Holdings, Inc. (“Holdings”) and Wendy Barnes, an individual (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,

understandings and intentions:

WHEREAS, the Corporation and the Executive mutually desire that the Executive be

employed by the Corporation as its President and Chief Executive Officer to carry out the duties

and responsibilities described below, all on the terms and conditions hereinafter set forth, effective

as of the Effective Date (as defined in Section 2).

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the

mutual covenants and promises contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1.Employment and Duties.

1.1Employment. Effective as of the Effective Date, the Corporation shall employ the

Executive on an at-will basis, subject to the terms and conditions expressly set forth in this

Agreement, including, but not limited to, Section 5 of this Agreement. The Executive does hereby

accept and agree to such employment on the terms and conditions expressly set forth in this

Agreement.

1.2Duties. The Executive shall serve the Corporation as its President and Chief

Executive Officer and shall perform and have the responsibilities, duties, status and authority

customary for such positions in an organization of the size and nature of the Corporation, subject

to the corporate policies of the Corporation as in effect from time to time (including, without

limitation, the Corporation’s business conduct and ethics policies, as they may be amended from

time to time). In these positions, the Executive shall report directly to the Board of Directors of

Holdings (“Board”) and shall render such administrative, financial and other executive and

managerial services to the Corporation and its affiliates as the Board may from time to time

reasonably and lawfully direct.

1.3No Other Employment; Time Commitment. For so long as the Executive is

employed with the Corporation, the Executive shall both (a) devote substantially all of her business

time, energy and skill to the performance of the Executive’s duties for the Corporation and (b)

hold no other employment positions with any other entity (other than an affiliate of the

Corporation, if so requested by the Corporation). Further, the Executive’s service on the boards

of directors (or similar bodies) of other business entities is subject to, (i) in the case of for-profit

business entities, the prior approval of the Board not to be unreasonably withheld, and (ii) in the

case of not-for-profit business entities, prior written notice to the Board. The Corporation shall

have the right to require the Executive to resign from any board or similar body on which the

Executive may then serve if the Board reasonably determines, in good faith, that such service (A)

creates a material conflict of interest or otherwise directly and materially interferes with the

effective discharge of the Executive’s duties and responsibilities to the Corporation in accordance

with this Agreement or (B) is in respect of a business then in competition with any business of the

Corporation. For the avoidance of doubt, the Executive may manage her passive investments and

participate in charitable and/or civic activities, in each case, to the extent that such activities do

not, individually or in the aggregate, materially interfere with the performance of the Executive’s

duties under this Agreement, create a material conflict of interest or violate the PIIA (as defined

in Section 6.2) or any other restrictive covenant by which the Executive is bound in favor of the

Corporation. For purposes of this Agreement, the Corporation and the Executive agree that the

Executive may participate on the boards set forth on Exhibit A hereto.

1.4No Breach of Contract. The Executive hereby represents to the Corporation: (a)

that the execution and delivery of this Agreement by the Executive and the Corporation and the

performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of,

or otherwise contravene, the terms of any other agreement or policy to which the Executive is a

party or otherwise bound; (b) that the Executive has no information (including, without limitation,

confidential information and trade secrets) relating to any other person or entity which would

prevent the Executive entering into this Agreement or carrying out the Executive’s duties

hereunder; and (c) that the Executive is not bound by any confidentiality, trade secret or similar

agreement with any other person or entity which would prevent, or be violated by, the Executive

(i) entering into this Agreement or (ii) carrying out the Executive’s duties hereunder. Executive

represents that she has provided the Corporation with a true and complete copy of all restrictive

covenants by which she is bound.

1.5Location. During the Term (as defined in Section 2), the Executive shall perform

the services required by this Agreement from her home office, currently in North Carolina.

2.Term.

2.1The Executive’s employment under this Agreement shall commence on

January 1, 2025 (the “Effective Date”). The period from the Effective Date until the

termination of the Executive’s employment under this Agreement is hereinafter referred to as

the “Term.” For the avoidance of doubt, this Agreement will not be effective, and the Executive

will not be entitled to any of the compensation and benefits set forth herein, unless and until

the Executive commences employment on the Effective Date.

2.2Notwithstanding the foregoing, if the Executive does not commence

employment on the Effective Date due to a termination of this Agreement by the Corporation

(and, at the time of such termination, the Executive is willing and able to commence

employment hereunder on the Effective Date), then (a) the Corporation shall pay to the

Executive an amount equal to $1,650,000 in a lump-sum cash payment within 30 days

following such termination, subject to the Executive’s timely execution and non-revocation of

the Release (as defined in Section 5.4); and (b) the Executive shall have no further right to

compensation or other benefits from the Corporation, Holdings or their respective affiliates

pursuant to this Agreement or otherwise. Notwithstanding the generality of the foregoing, if

the Corporation terminates this Agreement prior to the Effective Date due to an event or

omission that would constitute “Cause” (as defined in Section 5.5 and subject to the cure

provisions set forth therein) had it occurred after the Effective Date (regardless of whether such

event or omission occurred with respect to the Corporation), then (i) this Agreement shall not

become effective; and (ii) the Executive shall have no right to compensation or other benefits

from the Corporation, Holdings or their respective affiliates pursuant to this Agreement or

otherwise.

3.Compensation.

3.1Base Salary. During the Term, the Executive’s annual base salary (the “Base

Salary”) shall be paid in accordance with the Corporation’s regular payroll practices in effect from

time to time, but not less frequently than in monthly installments, and pro-rated for any partial

years of employment. As of the Effective Date, the Executive’s Base Salary shall be at an

annualized rate of $825,000. The Executive’s Base Salary shall be reviewed at least annually by

the Board and/or a subcommittee thereof, and the Board or such subcommittee (as applicable)

may, but shall not be required to, increase (but in no event may decrease) the Base Salary during

the Term (and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary

as so increased).

3.2Signing Bonus. The Corporation shall pay the Executive a one-time cash signing

bonus in the amount of $550,000 (the “Signing Bonus”). This Signing Bonus will be paid to the

Executive in one lump-sum payment no later than the second regularly scheduled payroll date after

the Effective Date, subject to the Executive’s continued employment with the Corporation or its

affiliates through such payment date (except as otherwise set forth in Section 5.3(b)).

Notwithstanding such payment, to earn 100% of the Signing Bonus, the Executive must remain in

continued employment with the Corporation or its affiliates through the earliest of (a) the first

anniversary of the Effective Date, (b) the Executive’s death or Disability (as defined in

Section 5.5), (c) the termination of the Executive’s employment hereunder by the Corporation

without Cause, or (d) the termination of the Executive’s employment hereunder by the Executive

for Good Reason (as defined in Section 5.5). In the event that the Executive’s employment is

terminated other than (i) due to the Executive’s death or Disability, (ii) by the Corporation without

Cause, or (iii) by the Executive for Good Reason, in any case, and such termination occurs prior

to the first anniversary of the Effective Date, the Signing Bonus will not have been earned in full,

and the Executive shall repay the Unearned Portion (as defined below) of the Signing Bonus (net

receipt after tax withholding) to the Corporation in full within three months following the date of

the Executive’s termination of employment. For purposes of this Agreement, the “Unearned

Portion” means an amount determined by multiplying (A) 100% of the Signing Bonus by (B) a

fraction, the numerator of which is the number of days during the period commencing on (but

excluding) the Separation Date (as defined in Section 5.2) and ending on (and including) the first

anniversary of the Effective Date, and the denominator of which is 365.

3.3Incentive Bonus. For each calendar year ending during the Term, beginning with

calendar year 2025, the Executive will be eligible to earn an annual cash incentive bonus (the

“Incentive Bonus”), targeted at 100% of the Executive’s then-current annual Base Salary (the

“Target Bonus”), pro-rated for any partial year of employment. The actual amount of any

Incentive Bonus shall be determined by the Board (and/or a subcommittee thereof) in good faith,

and may be higher or lower than the Target Bonus, based on the achievement of individual and/or

Corporation annual performance goals established by the Board (and/or a subcommittee thereof)

for the applicable calendar year and communicated to the Executive in writing. The actual

Incentive Bonus, if any, shall be paid no later than March 15 of the calendar year following the

calendar year in which such Incentive Bonus was earned, subject to the Executive’s continued

employment by the Corporation or its affiliates through the last day of the calendar year in respect

of which such Incentive Bonus was earned.

3.4Equity Awards.

(a)Initial Equity Awards.

(i)Subject to the approval of the Board (and/or a subcommittee

thereof), and the Executive’s commencement of employment on the Effective Date, Holdings shall

grant to the Executive an equity award having an aggregate value of $18,000,000 (with the number

of shares of Holdings’ Class A common stock subject thereto calculated as described below), 50%

of which shall be granted in the form of a restricted stock unit award (the “Initial RSU Award”),

and the remaining 50% of which shall be granted in the form of a stock option (the “Initial Option”

and, together with the Initial RSU Award, the “Initial Equity Awards”), pursuant to the Holdings

2020 Incentive Award Plan (as may be amended from time to time, the “Plan”).

(ii)The number of shares of Holdings’ Class A common stock subject

to the Initial RSU Award shall be determined by dividing $9,000,000 by the average closing share

price over the last 20 trading days preceding the applicable grant date. Subject to the Executive’s

continued employment with the Corporation through the applicable vesting date (except as set

forth in Section 5.3(b) below), the Initial RSU Award shall vest as to 25% of the shares subject to

the Initial RSU Award on the 15th day of the calendar month in which the first anniversary of the

Effective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th of the

month, on the 15th of the calendar month following the month in which the first anniversary of the

Effective Date occurs), and as to one-sixteenth (1/16th) of the shares subject to the Initial RSU

Award on each quarterly anniversary thereafter.

(iii)The Initial Option shall be a nonqualified stock option, shall have

an exercise price per share equal to the closing price of Holdings’ Class A common stock on the

applicable grant date, and shall have a maximum term of ten years from the applicable grant date.

The number of shares of Holdings’ Class A common stock subject to the Initial Option shall be

determined by dividing $9,000,000 by the per share Black-Scholes valuation as of the applicable

grant date, utilizing materially the same assumptions that Holdings uses in the preparation of its

financial statements. Subject to the Executive’s continued employment with the Corporation

through the applicable vesting date (except as set forth in Section 5.3(b) below), the Initial Option

shall vest as to 25% of the shares subject to the Initial Option on the 15th day of the calendar month

in which the first anniversary of the Effective Date occurs (or, if the first anniversary of the

Effective Date occurs after the 15th of the month, on the 15th of the calendar month following the

month in which the first anniversary of the Effective Date occurs), and as to one-sixteenth (1/16th)

of the shares subject to the Initial Option on each quarterly anniversary thereafter.

Notwithstanding the foregoing, the Initial Option may be exercised in whole or in part at any time

prior to its termination or expiration, whether or not then-vested, subject to such limitations on

exercise as set forth in the applicable award agreement. If and to the extent that the Initial Option

is early exercised with respect to any shares of Class A common stock prior to the date on which

the Initial Option has vested with respect to such shares, then the shares delivered with respect to

such early exercise shall be unvested shares of restricted Class A common stock, and shall vest on

the same schedule and pursuant to the same terms and conditions as would have applied to the

underlying portion of the Initial Option had it remained outstanding and unexercised.

(b)Additional RSU Award. In addition to the Initial Equity Awards, subject to

the approval of the Board (and/or a subcommittee thereof), and the Executive’s commencement of

employment on the Effective Date, Holdings shall grant to the Executive an additional restricted

stock unit award having an aggregate value of $2,000,000 (the “Additional RSU Award”),

pursuant to the Plan. The number of shares of Holdings’ Class A common stock subject to the

Additional RSU Award shall be determined by dividing $2,000,000 by the average closing share

price over the last 20 trading days preceding the applicable grant date. Subject to the Executive’s

continued employment with the Corporation through the applicable vesting date (except as set

forth in Section 5.3(b) below), the Additional RSU Award shall vest as to 50% of the shares subject

to the Additional RSU Award on the 15th day of the calendar month in which the first anniversary

of the Effective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th

of the month, on the 15th of the calendar month following the month in which the first anniversary

of the Effective Date occurs), and as to one-eighth (1/8th) of the shares subject to the Additional

RSU Award on each quarterly anniversary thereafter.

(c)Award Terms. The terms and conditions of the Initial Equity Awards and

the Additional RSU Award will be set forth in separate award agreements in forms prescribed by

Holdings, to be entered into by Holdings and the Executive (the “Award Agreements”), which will

have terms and conditions consistent with those summarized herein. Without limiting the

foregoing, the Award Agreements shall permit the Executive to have the ability to transfer all or

any portion of the Initial Equity Awards and the Additional RSU Award to a family trust for estate-

planning purposes that constitutes a “family member” (within the meaning of the rules applicable

to Form S-8 under the Securities Act of 1933, as amended), subject to compliance with any

applicable Company policy and the execution of any documentation requested by the Corporation

in order to effectuate any such transfer. Except as otherwise specifically provided in this

Agreement, the Initial Equity Awards and the Additional RSU Award shall be governed in all

respects by the terms and conditions of the Plan and the applicable Award Agreement.

(d)Annual Equity Awards. For each calendar year during the Term, beginning

with calendar year 2026, the Executive shall be eligible to receive one or more annual equity-based

compensation awards as determined by the Board (and/or a subcommittee thereof) (the “Annual

Equity Awards”). The Board (or such subcommittee) shall determine, in its sole discretion, the

target aggregate value, grant timing, amount, form(s) and mix, and such other terms and

conditions, applicable to any such Annual Equity Award.

(e)Grant Timing. If approved, the Initial Equity Awards and the Additional

RSU Award will be granted on the first trading day of the first “open window” under the

Corporation’s Insider Trading Compliance Policy that occurs following the Effective Date.

4.Benefits.

4.1Health, Retirement, Welfare and Fringe Benefits. During the Term, the

Executive shall be eligible to participate in all employee health, life and other insurance plans and

programs, retirement and welfare benefit plans and programs, bonus plans and programs, and

fringe benefit plans and programs, in each case, made available by the Corporation to the

Corporation’s executive employees generally, in accordance with the terms of such plans and

programs and as such plans or programs may be in effect from time to time.

4.2Reimbursement of Expenses. During the Term, the Corporation shall reimburse

the Executive for all customary and reasonable business expenses incurred in the performance of

her duties under this Agreement and as an officer or director pursuant to the Corporation’s expense

reimbursement policies.

4.3PTO and Other Leave. During the Term, the Executive’s annual rate of Paid Time

Off (“PTO”) accrual shall be as set forth in the Corporation’s PTO policies as in effect from time

to time. The Executive shall also be eligible for all other holiday and leave pay generally available

to the other executives of the Corporation.

4.4Indemnification. The Executive shall be provided (a) indemnification to the

fullest extent available under applicable law and the Corporation’s governing documents and (b)

coverage under the Corporation’s D&O and EPL liability insurance policies.

5.Termination of Employment.

5.1Generally. The Executive’s employment by the Corporation, and the Term, may

be terminated at any time (a) by the Corporation with or without Cause, (b) by the Corporation in

the event that the Executive has incurred a Disability, (c) by the Executive for any reason, or (d)

due to the Executive’s death.

5.2Notice of Termination. Any termination of the Executive’s employment under

this Agreement (other than because of the Executive’s death) shall be communicated by written

notice of termination from the terminating party to the other party, which termination shall be

effective (a) no less than 30 days following delivery of such notice in the event of a termination

by the Executive for any reason or by the Corporation without Cause, or (b) immediately in the

event of a termination by the Corporation for Cause, subject to any applicable notice and cure

provisions set forth in Section 5.5. The notice of termination shall indicate the specific provision(s)

of this Agreement relied upon in effecting the termination. The effective date of the Executive’s

termination of employment hereunder shall be referenced herein as the “Separation Date”.

5.3Benefits Upon Termination.

(a)Upon or following the termination of the Executive’s employment

hereunder for any reason, the Corporation shall pay to the Executive the following: (i) on the

Corporation’s first regularly scheduled payroll date following the Separation Date (or earlier if

required by applicable law), any Base Salary, PTO, and any other amounts required under

applicable law that have accrued or have been earned but have not been paid on or before the

Separation Date; and (ii) within 30 days following the Separation Date (or earlier if required by

applicable law), any reimbursement due to the Executive pursuant to Section 4.2 for expenses

incurred by the Executive on or before the Separation Date. If the Executive’s employment by the

Corporation is terminated by the Corporation for Cause or by the Executive without Good Reason,

then following the payment of the foregoing, the Corporation shall have no further obligation to

make or provide to the Executive, and the Executive shall have no further right to receive or obtain

from the Corporation any other payments or benefits.

(b)If the Executive’s employment hereunder is terminated by the Corporation

without Cause, other than due to the Executive’s death or Disability, or by the Executive with

Good Reason (in any case, an “Involuntary Termination”), the Corporation shall pay or provide to

the Executive the following compensation and benefits (collectively, the “Severance Benefits”):

(i)an amount equal to 12 months of the Executive’s Base Salary at the

rate as in effect on the Separation Date (the “Non-CIC Severance”) or, if the Involuntary

Termination is a CIC Termination (as defined in Section 5.5), an amount equal to 18 months of

the Executive’s Base Salary at the rate as in effect on the Separation Date (the “CIC Severance”),

which, in either case, shall be paid to the Executive in substantially equal installments in

accordance with the Corporation’s normal payroll practices, during the 12-month period or the 18-

month period (as applicable) following the Separation Date, but shall commence on the first

payroll date that occurs immediately following the 60th day following the Separation Date (and

amounts otherwise payable prior to such first payroll date shall be paid on such date without

interest thereon); provided, that, that if the Separation Date occurs upon, or within one year

following, the consummation of a Change in Control that constitutes a “change in control event”

for purposes of Section 409A of the Code (as defined in Section 5.5), the CIC Severance instead

shall be paid to the Executive in a lump sum payment within 70 days following the Separation

Date; provided, further, that, if the Separation Date occurs prior to the consummation of a Change

in Control, but a Change in Control (that constitutes a “change in control event” for purposes of

Section 409A of the Code) is consummated thereafter, such that the Involuntary Termination

becomes recharacterized as a CIC Termination, the CIC Severance (as reduced in accordance with

the following proviso, if applicable) shall be paid to the Executive in a lump sum payment within

70 days following the date on which the Change in Control is consummated; and provided, further,

that if the CIC Termination occurs before the Change in Control is consummated, then the CIC

Severance will be reduced by the amount of the Non-CIC Severance already paid to the Executive,

if any;

(ii)an amount equal to the Target Bonus, as determined in accordance

with Section 3.2 and pro-rated based on the number of days that elapsed from (and including)

January 1 of the calendar year in which the Separation Date occurs through the Separation Date,

divided by 365, which shall be paid to the Executive in a lump-sum cash payment within 70 days

following the Separation Date;

(iii)subject to the Executive’s valid election under Section 4980B

(“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), continued healthcare

coverage under the Corporation’s group health plans, to the extent that the Executive is eligible to

do so, such that the Corporation shall pay the COBRA premiums for the Executive and the

Executive’s covered dependents for the duration of the period commencing on the Separation Date

and continuing until the 18-month anniversary of the Separation Date or, if earlier, until the

Executive and her covered dependents become eligible for another employer’s group substantially

comparable health plans (the “COBRA Period”); provided, however, that the Corporation shall

not pay the Executive for the COBRA premiums for any health flexible savings accounts or health

reimbursement arrangements. Such payments shall be made by direct payment or, at the

Corporation’s election, by reimbursement to the Executive, and shall equal an amount determined

based on the same benefit levels as would have applied based on the Executive’s elections in effect

on the Separation Date if the Executive’s employment had not been terminated. Notwithstanding

the foregoing, (A) 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 Code

Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Corporation is

otherwise unable to continue to cover the Executive under its group health plans without penalty

under applicable law (including, without limitation, Section 2716 of the Public Health Service Act,

Section 409A of the Code and/or the Affordable Care Act), then, in any case, the Corporation

instead shall pay, on the first day of each calendar month over the COBRA Period (or remaining

portion thereof), a fully taxable cash payment equal to the applicable COBRA premiums for that

month (including premiums for the Executive and the Executive’s covered dependents who have

elected and remain enrolled in such coverage), subject to applicable tax withholdings;

(iv)the Signing Bonus, to the extent unpaid, which shall be paid to the

Executive in a lump-sum cash payment within 70 days following the Separation Date;

(v)the Additional RSU Award shall vest, in full on an accelerated basis

(to the extent then-unvested), upon the Separation Date; and

(vi)if the Involuntary Termination is a CIC Termination, then each of

the Initial Equity Awards and any other then-outstanding unvested Holdings equity compensation

awards held by the Executive as of the Separation Date that vest solely based on time shall vest

and, to the extent applicable, become exercisable upon the later of the Separation Date and the date

of a Change in Control, on an accelerated basis with respect to the number of shares underlying

such award that would have vested (and became exercisable, if applicable) had the Executive

remained in continuous employment with the Corporation or its affiliates for the 12-month period

immediately following the Separation Date (taking into account the pro rata portion of the final

quarter of such 12-month period). Any Holdings equity compensation awards that are held by the

Executive as of the Separation Date and that are subject to performance conditions (i.e., other than

continued service) shall be treated in accordance with the terms and conditions set forth in the

applicable award agreement. For the avoidance of doubt, any and all equity awards eligible for

accelerated vesting pursuant to this Section 5.3(b)(vi) shall remain outstanding and eligible to vest

following the Separation Date and shall actually vest and become non-forfeitable as of the later of

the Separation Date and the date of a Change in Control (as applicable), subject to the effectiveness

of the Release (as defined in Section 5.4).

(c)The Severance Benefits shall be subject to Section 18, and the payment of

the Severance Benefits to the Executive is subject to and conditioned upon the Executive’s

continued compliance with the terms and conditions of the PIIA (as defined in Section 6.2) and

Section 6.3.

(d)The foregoing provisions of this Section 5.3 shall not affect: (i) payment of

the amounts set forth in Section 5.3(a); (ii) the Executive’s receipt of benefits otherwise due

terminated employees under group insurance coverage consistent with the terms of the applicable

Corporation welfare benefit plan; (iii) the Executive’s rights under COBRA to continue

participation in medical, dental, hospitalization and such other benefit plans covered by COBRA;

or (iv) the Executive’s receipt of any vested payments or benefits otherwise due in accordance

with the terms of an applicable equity compensation plan maintained by the Corporation or

Holdings and the Corporation’s 401(k) plan (if any). Except as otherwise set forth in this

Section 5.3, the treatment of each equity award granted to the Executive by Holdings (including

each Initial Equity Award and the Additional RSU Award) that is outstanding and, if applicable,

unexercised as of the Separation Date will be governed by the applicable award agreement

evidencing such award.

5.4Release; Exclusive Remedy.

(a)As a condition precedent to any Corporation obligation to the Executive

pursuant to Section 5.3(b), the Executive shall, upon or within sixty (60) days following

termination of employment with the Corporation, provide the Corporation with an executed

general release of claims in the form attached hereto as Exhibit B (the “Release”), and such Release

shall have not been revoked by the Executive, and shall have become non-revocable, pursuant to,

or in accordance with, any revocation rights afforded by applicable law.

(b)The Executive agrees that, upon the Executive signing and not revoking the

Release, the payments and benefits contemplated by Section 5.3(b) shall constitute the exclusive

and sole remedy for any termination of employment hereunder, and the Executive covenants not

to assert or pursue any other remedies, at law or in equity, with respect to any termination of

employment.

5.5Certain Defined Terms. The definitions of Cause and Good Reason contained in

this Agreement shall govern for purposes of this Agreement.

(a)As used herein, “Cause” shall mean that one or more of the following has

occurred:

(i) the Executive’s indictment for (or procedural equivalent thereof),

conviction of or plea of guilty or nolo contendere to a felony or other serious crime

of moral turpitude, or the Executive’s commission of any act or omission involving

fraud with respect to the Corporation or any of its customers, suppliers, vendors or

other business relations;

(ii) the Executive’s reporting to work under the influence of alcohol

(excluding acceptable consumption in connection with work-related social events)

or illegal drugs, use of illegal drugs (whether or not at the workplace) or other

repeated conduct (and, in any case, the Executive’s failure to cure the same, to the

extent capable of cure, within 15 days after the Executive’s receipt of written notice

from the Board specifying in reasonable detail the nature of such failure) that would

reasonably be expected to cause the Corporation substantial public disgrace or

disrepute or material economic harm;

(iii) a material failure by the Executive to perform the Executive’s

responsibilities or duties to the Corporation or those other responsibilities or duties

as reasonably and lawfully directed by the Board (which failure, to the extent

curable, remains uncured by the Executive for a period of 15 days after the

Executive’s receipt of written notice from the Board specifying in reasonable detail

the nature of such failure);

(iv)any intentional or knowing act or omission by the Executive aiding

or abetting a competitor, supplier, customer, vendor or other business relation of

the Corporation to the material disadvantage or detriment of the Corporation;

(v)the Executive’s breach of fiduciary duty, gross negligence or willful

misconduct with respect to the Corporation; or

(vi)the intentional or knowing commission of any act or omission by

the Executive involving dishonesty or disloyalty to the material detriment of the

Corporation or any other intentional or knowing act or omission by the Executive

that brings the Corporation into substantial public disrepute.

For clarity, a termination without “Cause” does not include any termination

that occurs as a result of the Executive’s death or Disability. With respect to the

foregoing definition, the term “Corporation” will be interpreted to include any

subsidiary or parent or any successor thereto, if appropriate.

(b)As used herein, “CIC Termination” shall mean the Executive’s Involuntary

Termination during the Change in Control Protection Period.

(c)As used herein, “Change in Control Protection Period” shall mean the

period beginning 90 days prior to the date of a Change in Control and ending on and including the

one-year anniversary of the date of a Change in Control.

(d)As used herein, “Disability” shall mean a disability for which the Executive

is deemed qualified for benefits under the Corporation’s long-term disability plan or, if the

Corporation does not maintain a long-term disability plan or the Executive does not apply for such

benefits, any medically determinable physical or mental impairment (as determined by a physician

designated by the Corporation, in consultation with the Executive, in good faith) resulting in the

Executive’s inability to perform the duties of her position, even with reasonable accommodation,

where such impairment can be expected to result in death or can be expected to last for a continuous

period of not less than six months.

(e)As used herein, “Good Reason” shall mean that one or more of the

following has occurred without the Executive’s prior written consent:

(i)a material diminution in the Executive’s responsibilities, duties or

authority;

(ii)a reduction in the Executive’s Base Salary (other than pursuant to

(and consistent in percentage reduction with) a pay reduction applicable to all of

the executive officers of the Corporation); provided, that, for the avoidance of

doubt, any such reduction shall be disregarded for purposes of calculating the Non-

CIC Severance or CIC Severance;

(iii)the Corporation no longer permitting the Executive to be based out

of her home office (provided, that, for the avoidance of doubt, requiring reasonable

business travel as necessary to perform the Executive’s duties and responsibilities

shall not trigger Good Reason hereunder); or

(iv)any material breach by the Corporation or Holdings of any material

provision of this Agreement or any material provision of any other written

agreement between the Executive and the Corporation or Holdings.

Notwithstanding the foregoing, the Executive will not be deemed to have resigned

for Good Reason unless (1) the Executive provides written notice to the

Corporation setting forth in reasonable detail the facts and circumstances claimed

by the Executive to constitute Good Reason within 30 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 Corporation fails to cure such acts or omissions

within 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 60 days after the

expiration of the Corporation’s cure period. With respect to the foregoing

definition, the term “Corporation” will be interpreted to include any subsidiary,

parent, affiliate, or any successor thereto, if appropriate.

5.6Resignation from Directorships and Officerships. Unless the parties agree

otherwise in writing, the termination of the Executive’s employment with the Corporation for any

reason shall be treated as the Executive’s resignation from (a) any director, officer or employee

position the Executive has with the Corporation, any parent entity (including Holdings) and any

of their respective affiliates, and (b) all fiduciary positions (including as a trustee) the Executive

holds with respect to any employee benefit plans or trusts established by the Corporation, any

parent entity and any other subsidiaries of such parent entity, or any of their respective affiliates.

The Executive agrees that this Agreement shall, unless the parties agree otherwise in writing, serve

as written notice of such resignation in this circumstance. Furthermore, the Executive agrees to

execute any documents evidencing such resignations that the Corporation reasonably requests.

5.7280G Implications.

(a)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 5.3, being hereinafter

referred to as the “Total Payments”), would be subject (in whole or part) to the 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 (i) 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 (ii) 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). In all cases,

if there are any reductions to the Total Payments under this paragraph, the reduction shall be

performed in a manner which results in the greatest after-tax amount being retained by the

Executive and in a manner which comports with Section 409A of the Code.

(b)For purposes of determining whether and the extent to which the Total

Payments will be subject to the Excise Tax, (i) 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; (ii) no portion of the Total Payments shall be taken into account which, in the written

opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”)

selected by the Corporation (provided, however, that Independent Advisors may not without the

Executive’s written consent be the firm which serves as the auditor for the ultimate parent of the

entity acquiring the Corporation), 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 Independent Advisors, 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 Independent Advisors in accordance

with the principles of Sections 280G(d)(3) and (4) of the Code.

6.Covenants.

6.1Defense of Claims. The Executive agrees that, during the Term hereof, and for a

period of five years after termination of the Executive’s employment, upon reasonable notice from

the Corporation, the Executive will reasonably cooperate with providing information to the

Corporation necessary in the defense of any claims or actions that may be made by or against the

Corporation that affect the Executive’s prior areas of responsibility, except if the Executive’s

interests are adverse to the Corporation in such claim or action. The Corporation agrees that it

shall promptly pay or reimburse the reasonable cost of the time of the Executive (at a rate of $190

per hour) and any reasonable, out-of-pocket costs and attorneys’ fees that the Executive actually

incurs in connection with the Executive providing such assistance or cooperation to the

Corporation, in accordance with the Corporation’s standard policies and procedures as in effect

from time to time, provided that the Executive shall have obtained prior written approval from the

Corporation for any travel costs incurred by the Executive in connection with the Executive’s

obligations under this Section 6.1.

6.2PIIA.The Executive hereby acknowledges that the Executive is concurrently

entering into an agreement with the Corporation, substantially in the form attached hereto as

Exhibit C, containing confidentiality, intellectual property assignment, non-competition, non-

solicitation and other protective covenants (the “PIIA”), that the Executive shall be bound by the

terms and conditions of the PIIA, and that such agreement shall be additional to, and not in

limitation of, the covenants contained in any other written agreement between the Corporation and

the Executive.

6.3Mutual Non-Disparagement. During and after the Executive’s employment or

other service with the Corporation and/or any of its affiliates, the Executive agrees that the

Executive will not, at any time, make, directly or indirectly, any oral or written statements that are

disparaging of the Corporation or any of its parents or subsidiaries, the products or services of the

Corporation or any of its parents or subsidiaries, or any of the Corporation’s present or former

officers, equity holders, directors or employees (in each case, to the extent known to the Executive

in such capacity); provided that the Executive may (a) confer in confidence with her legal

representatives and (b) make demonstrably true statements. The Corporation will instruct those

individuals who are serving as officers and/or directors of the Corporation and any of its parents

or subsidiaries as of the Separation Date to not, at any time, make, directly or indirectly, any oral

or written statements that are disparaging of the Executive; provided that such individuals may

confer in confidence with their legal representatives and make demonstrably true statements.

Nothing herein shall be deemed to preclude any individual from testifying truthfully under oath if

such individual is required or compelled by law to testify in any judicial action or before any

government authority or agency.

7.Source of Payments. All payments provided under this Agreement, other than payments

made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of

the Corporation, and no special or separate fund shall be established, and no other segregation of

assets shall be made, to assure payment. The Executive shall have no right, title or interest

whatsoever in or to any investments which the Corporation may make to aid the Corporation in

meeting its obligations hereunder. Any payments provided under this Agreement shall be treated

as amounts owed to an unsecured creditor of the Corporation.

8.Withholding. Notwithstanding anything else herein to the contrary, the Corporation and

its affiliates may withhold (or cause there to be withheld, as the case may be) from any amounts

otherwise due or payable under or pursuant to this Agreement such federal, state and local income,

employment, or other taxes or other amounts as may be required to be withheld pursuant to any

applicable law or regulation.

9.Assignment; Binding Effect.

9.1By the Executive. This Agreement and any and all rights, duties, obligations or

interests hereunder shall not be assignable or delegable by the Executive.

9.2By the Corporation. This Agreement and all of the Corporation’s rights and

obligations hereunder shall not be assignable by the Corporation except as incident to a

reorganization, merger or consolidation, or transfer of all or substantially all of the Corporation’s

assets; provided that the assignee in such reorganization, merger, consolidation or transfer assumes

all of the Corporation’s obligations hereunder.

9.3Binding Effect. This Agreement shall be binding upon, and inure to the benefit of,

the parties hereto, any successors to or assigns of the Corporation and the Executive’s heirs and

the personal representatives of the Executive’s estate.

10.Number and Gender. Where the context requires, the singular shall include the plural,

the plural shall include the singular, and any gender shall include all other genders.

11.Section Headings. The section headings of, and titles of paragraphs and subparagraphs

contained in, this Agreement are for the purpose of convenience only, and they neither form a part

of this Agreement nor are they to be used in the construction or interpretation thereof.

12.Governing Law. This Agreement, and all questions relating to its validity, interpretation,

performance and enforcement, as well as the legal relations hereby created among the parties

hereto, shall be governed by and construed under, and interpreted and enforced in accordance with,

the laws of the State of North Carolina and adjudicated within Mecklenberg County, North

Carolina.

13.Survival of Certain Provisions. Sections 4.4, 5, 6, 8, 12, 14, 15, 16, 17, 18, 20, 22 and

23 shall survive any termination of this Agreement.

14.Entire Agreement. This Agreement (together with the exhibits attached hereto, the PIIA

and the Award Agreements) embodies the entire agreement of the parties hereto respecting the

matters within its scope. As of the Effective Date, this Agreement (together with the exhibits

attached hereto, the PIIA and the Award Agreements) supersedes all prior agreements of the parties

hereto that, directly or indirectly, bear upon the subject matter hereof, and any prior negotiations,

correspondence, agreements, proposals or understandings relating to the subject matter hereof shall

be deemed to be of no force or effect, and the parties to any such other negotiations, commitments,

agreements or writings shall have no further rights or obligations thereunder. There are no

representations, warranties or agreements, whether express or implied, or oral or written, with

respect to the subject matter hereof, except as expressly set forth herein.

15.Modifications, Waivers. This Agreement may not be waived, amended, modified or

changed (in whole or in part), except by an instrument in writing signed by all parties hereto. The

waiver by any party of compliance with any provision of this Agreement by the other party shall

not operate or be construed as a waiver of any other provision of this Agreement, or of any

subsequent breach by such party of a provision of this Agreement.

16.Arbitration. The parties hereto agree that, to the extent permitted by law, any dispute or

controversy arising out of, relating to or in connection with this Agreement, or the interpretation,

validity, construction, performance, breach or termination thereof, or the Executive’s employment

by the Corporation or any termination thereof, will be settled by arbitration to be held at a location

in Charlotte, North Carolina in accordance with then applicable rules of the American Arbitration

Association specifically designed for the resolution of employment disputes, which are available

at https://www.adr.org/sites/default/files/EmploymentRules_Web_3.pdf. The arbitrator may

grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will

be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the

arbitrator’s decision in any court having jurisdiction. The Corporation shall pay the costs

associated with arbitration (arbitration fee and location fee, if any); provided, however, that each

party shall bear such party’s own legal fees and expenses. THE EXECUTIVE AND THE

CORPORATION UNDERSTAND THAT BY AGREEING TO ARBITRATE ANY

ARBITRATION CLAIM, THEY WILL NOT HAVE THE RIGHT TO HAVE ANY

ARBITRATION CLAIM DECIDED BY A JURY OR A COURT, BUT SHALL INSTEAD

HAVE ANY ARBITRATION CLAIM DECIDED THROUGH ARBITRATION. THE

EXECUTIVE AND THE CORPORATION WAIVE ANY CONSTITUTIONAL OR OTHER

RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR

INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THIS WAIVER

INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER

IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17.Notices. All notices, requests, demands and other communications required or permitted

under this Agreement shall be in writing (including in electronic formats) and shall be deemed to

have been duly given and made if (a) on delivery if delivered by hand, (b) one business day after

if sent to an email address of record provided receipt is confirmed, or (c) three business days after

sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be

duly addressed to the parties as follows:

If to the Corporation:

GoodRx, Inc.

2701 Olympic Boulevard

Santa Monica, CA 90404

Attention: General Counsel

If to the Executive, to the address (or e-mail address) most recently on file in the personnel

records of the Corporation.

18.Code Section 409A.

18.1This Agreement is intended to meet the requirements of Section 409A of the Code,

and shall be interpreted and construed consistent with that intent. Each payment provided

hereunder, whether part of the Severance Benefits or otherwise, is intended to be a separate

payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2).

All payments of nonqualified deferred compensation subject to Section 409A to be made upon a

termination of employment under this Agreement may only be made upon the Executive’s

“separation from service” (within the meaning of Section 409A of the Code) (a “Separation from

Service”). Any payments subject to Section 409A of the Code that are subject to execution of a

waiver and release which may be executed and/or revoked in a calendar year following the

calendar year in which the payment event (such as termination of employment) occurs shall

commence payment only in the calendar year in which the consideration period or, if applicable,

release revocation period ends, as necessary to comply with Section 409A of the Code.

18.2Notwithstanding anything to the contrary in this Agreement, no compensation or

benefits, including, without limitation, any severance payments or benefits payable under

Section 5.3(b), shall be paid to the Executive during the six-month period following the

Executive’s Separation from Service if the Corporation 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 day of the seventh month following the date of Separation from

Service (or such earlier date upon which such amount can be paid under Section 409A without

resulting in a prohibited distribution, including as a result of the Executive’s death), the

Corporation 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.

18.3To the extent that any payments or reimbursements provided to the Executive under

this Agreement 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 made on or before the

last day of the calendar year following the calendar year in which the relevant expense or benefit

is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision

during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment

or provision in any other calendar year.

19.Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the

Corporation 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, and the rules and regulations promulgated thereunder, then

such transfer or deemed transfer shall be provided to the Executive as compensation (and not as a

loan) to the Executive (and as such shall be subject to tax withholding obligations).

20.Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing

contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing

a charge with, reporting possible violations of federal law or regulation to, participating in any

investigation by, communicating directly with, providing information to, receiving financial

awards from or cooperating with the U.S. Securities and Exchange Commission, the Financial

Industry Regulatory Authority, the U.S. Equal Employment Opportunity Commission, the

National Labor Relations Board, the U.S. Occupational Safety and Health Administration, the U.S.

Commodity Futures Trading Commission, the U.S. Department of Justice or any other federal,

state or local government agency (collectively, “Government Agencies”), without notifying or

seeking permission from the Corporation, or making other disclosures that are protected under the

whistleblower provisions of applicable law or regulation; (b) exercising any rights the Executive

may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in

concerted activity, including collective action or discussion concerning wages or working

conditions; and/or (c) discussing or disclosing information about unlawful acts in the workplace,

such as harassment or discrimination based on a protected characteristic or any other conduct that

the Executive has reason to believe is unlawful. Pursuant to 18 USC Section 1833(b), (i) the

Executive will not be held criminally or civilly liable under any federal or state trade secret law

for the disclosure of a trade secret that is made: (A) in confidence to a federal, state or local

government official, either directly or indirectly, or to an attorney, and solely for the purpose of

reporting or investigating a suspected violation of law; or (B) in a complaint or other document

filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if the Executive

files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the

Executive may disclose a trade secret to the Executive’s attorney and use the trade secret

information in the court proceeding, if the Executive (I) files any document containing the trade

secret under seal, and (II) does not disclose a trade secret, except pursuant to court order. Further,

nothing in this Agreement is intended to or shall preclude any party from providing truthful

testimony in response to a valid subpoena, court order, regulatory request or other judicial,

administrative or legal process or otherwise as required by law. If the Executive is required to

provide testimony, then unless otherwise directed or requested by a Government Agency or law

enforcement, the Executive shall notify the Corporation as soon as reasonably practicable after

receiving any such request of the anticipated testimony.

21.Counterparts. This Agreement may be executed in any number of counterparts, each of

which shall be deemed an original as against any party whose signature appears thereon, and all

of which together shall constitute one and the same instrument. This Agreement shall become

binding when one or more counterparts hereof, individually or taken together, shall bear the

signatures of all of the parties reflected hereon as the signatories.

22.Legal Counsel. Each party recognizes that this is a legally binding contract and

acknowledges and agrees that they have had the opportunity to consult with legal counsel of their

choice. The Executive agrees and acknowledges that the Executive has read and understands this

Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to

entering into this Agreement and has had ample opportunity to do so. This Agreement has resulted

from negotiations and discussions between the parties, and no one party shall be treated as drafting

this Agreement for purposes of interpreting any provision hereof. The Corporation shall reimburse

the Executive for reasonable, documented legal fees incurred in drafting and negotiating the terms

of this Agreement in an aggregate amount not to exceed $20,000.

23.Clawback. The compensation payable hereunder may be subject to (a) any clawback or

recoupment policy of the Corporation or Holdings required in order to comply with applicable

law, and (b) any clawback or recoupment policy of the Corporation or Holdings approved by the

Board which applies to the senior executives of the Corporation, including, without limitation,

Holdings’ “Policy for Recovery of Erroneously Awarded Compensation”. The Corporation and

the Executive acknowledge that this Section 23 is not intended to limit any clawback and/or

disgorgement of such compensation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.

24.Stock Ownership Guidelines. The Executive shall hold shares and otherwise comply

with the Corporation’s Stock Ownership Guidelines for Executives and Outside Director Policy,

which may be updated from time to time.

[The remainder of this page has intentionally been left blank]

IN WITNESS WHEREOF, the Corporation, Holdings and the Executive have

executed this Agreement as of the date set forth above.

“CORPORATION”


By:	/s/ Gracye Cheng

Name:	Gracye Cheng

Title:	General Counsel

“HOLDINGS”


By:	/s/ Gracye Cheng

Name:	Gracye Cheng

Title:	General Counsel

“EXECUTIVE”


By:	/s/ Wendy Barnes

Name:	Wendy Barnes

[Signature Page to Employment Agreement]

Exhibit B-1

Exhibit A

OUTSIDE ACTIVITIES

1.Chairwoman, Board of Directors of Make-A-Wish Central & Western North Carolina.

2.Member, Board of Directors of Inmar, Inc.

Exhibit B-2

Exhibit B

GENERAL RELEASE OF ALL CLAIMS

This General Release of all Claims (this “Agreement”) is entered into by Wendy Barnes

(the “Executive”) and GoodRx, Inc., a Delaware corporation (the “Corporation”), effective as of

[], but subject to the Executive’s right to revoke as set forth in Paragraph 3(c). In

consideration of the promises set forth herein, the Executive and the Corporation agree as follows:

1.Termination and Return of Property. The Executive’s employment with the

Corporation in any capacity has terminated effective as of [Separation Date]. All files, access

keys and codes, desk keys, ID badges, computers, records, manuals, electronic devices, computer

programs, papers, electronically stored information or documents, telephones, credit cards, and

any other property of the Corporation or any affiliate thereof previously in the Executive’s

possession or control have been returned to the Corporation [or will be returned on or before the

Separation Date]; provided, that, the Executive may retain documentation relating to her

compensation and benefits received from the Corporation or any affiliate thereof.

2.Severance. The Corporation shall pay to the Executive the payments and benefits set forth

in Section 5.3(b) of that certain Employment Agreement, by and among the Corporation, GoodRx

Holdings, Inc. (“Holdings”) and the Executive, effective as of [], 2024 (the

“Employment Agreement”), in accordance with, and subject to, the provisions of the Employment

Agreement.

3.General Release and Waiver of Claims.

(a)Release By Executive. Having consulted with counsel, the Executive, on

behalf of herself and each of her heirs, executors, administrators, representatives, agents, insurers,

successors and assigns (collectively, and including the Executive, the “Releasors”), hereby

irrevocably and unconditionally releases and forever discharges the Corporation, its parents

(including Holdings), subsidiaries and affiliates and each of their respective officers, employees,

directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”),

from any and all claims, actions, causes of action, rights, judgments, obligations, damages,

demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which

the Executive 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 (including,

without limitation, any Claims under any federal, state, local or foreign law that they may have, or

in the future may possess, arising out of the Executive’s employment relationship with and service

as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any

other subsidiaries of such parent entity, and the termination of such relationship or service);

provided, however, that the Executive does not release, discharge or waive any rights to

(i) payments and benefits provided under this Agreement or under any other agreement between

Executive and any of the Releasees that would, by their nature, survive the termination of

employment, (ii) equity and other securities of Holdings, or rights under agreements with any of

the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under

Exhibit B-3

any employee benefit plans in which Executive is a participant by virtue of her employment with

the Corporation arising after the execution of this Agreement by Executive, (iv) any

indemnification, advance or reimbursement rights the Executive may have in accordance with

applicable law, indemnification agreements, certificate of incorporation or bylaws of the

Corporation or Holdings, or under any director and officer liability insurance or other insurance

maintained by the Corporation, Holdings or a parent entity with respect to liabilities arising as a

result of the Executive’s service as an officer and employee of such entities, and (v) claims that

cannot be waived by an employee under applicable law. [This Paragraph 3(a) does not apply to

any Claims that the Executive may have as of the date the Executive signs this Agreement arising

under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable

rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be

released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this

Agreement.]

(b)Unknown Claims. The Executive acknowledges that the Executive may

hereafter discover Claims or facts in addition to, or different from, those which the Executive now

knows or believes to exist with respect to the subject matter of this release and which, if known or

suspected at the time of executing this release, may have materially affected this release or the

Executive’s decision to enter into it. Nevertheless, the Executive hereby waives any right or Claim

that might arise as a result of such different or additional Claims or facts. In addition, the

Executive, on behalf of herself and the other Releasors, hereby waives any and all rights and

benefits conferred upon her and the other Releasors by the provisions of Section 1542 of the Civil

Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE

DEBTOR OR RELEASED PARTY.

(c)[Specific Release of ADEA Claims. In further consideration of the

payments and benefits provided to the Executive under this Agreement, the Executive, on behalf

of herself and the other Releasors, hereby unconditionally releases and forever discharges the

Releasees from any and all Claims arising under ADEA that the Releasors may have as of the date

the Executive signs this Agreement. By signing this Agreement, the Executive hereby

acknowledges and confirms the following: (i) the Executive was advised by the Corporation in

connection with her termination to consult with an attorney of her choice prior to signing this

Agreement and to have such attorney explain to the Executive the terms of this Agreement,

including, without limitation, the terms relating to the Executive’s release of claims arising under

ADEA; (ii) the Executive was given a period of not fewer than [twenty-one (21)] days to consider

the terms of this Agreement and to consult with an attorney of her choosing with respect thereto;

(iii) having read the terms of this Agreement, the Executive understands its terms and effects, and

the Executive knowingly and voluntarily accepts the terms of this Agreement; and (iv) the

Executive is providing this release and discharge only in exchange for consideration in addition to

Exhibit B-4

anything of value to which the Executive is already entitled, and acknowledges such consideration

is adequate and satisfactory to the Executive. The Executive also understands that she has seven

days following the date on which she signs this Agreement within which to revoke the release

contained in this paragraph, by providing the Corporation with a written notice of her revocation

of the release and waiver contained in this paragraph. Any revocation must be in writing and sent

to [name], via electronic mail at [email address], on or before [5:00 p.m. Pacific time] on the

seventh day after this Agreement is executed by the Executive.]

(d)No Assignment. The Executive represents and warrants that she has not

assigned or otherwise transferred any of the Claims being released under this Agreement. The

Corporation may assign this Agreement, in whole or in part, to any affiliated entity, including

subsidiaries of the Corporation, or any successor in interest to the Corporation.

4.Proceedings.

(a)General Agreement Relating to Proceedings. The Executive has not

filed, and, except as provided in Paragraphs 4(b) and 4(c), the Executive agrees not to initiate or

cause to be initiated on her behalf, any complaint, charge, claim or proceeding that is released

hereunder against any party released herein before any local, state or federal agency, court or other

body, other than with respect to the obligations of the Corporation or any other party released

herein to the Executive under this Agreement, or any indemnification or other rights the Executive

may have as listed in Paragraph 3(a) (each, individually, a “Proceeding”), and agrees not to

participate voluntarily in any Proceeding. The Executive waives any right she may have to benefit

in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

(b)Proceedings Under ADEA. Paragraph 4(a) shall not preclude the

Executive from filing any complaint, charge, claim or proceeding challenging the validity of the

Executive waiver of Claims arising under ADEA (which is set forth in Paragraph 3(c) of this

Agreement). However, both the Executive and the Corporation confirm their belief that the

Executive’s waiver of claims under ADEA is valid and enforceable, and that their intention is that

all claims under ADEA will be waived.

(c)Certain Administrative Proceedings. In addition, Paragraph 4(a) shall

not preclude the Executive from filing a charge with, or participating in any administrative

investigation or proceeding by, the Equal Employment Opportunity Commission or another fair

employment practices agency. The Executive is, however, waiving her right to recover money in

connection with any such charge or investigation to the extent released hereunder. The Executive

is also waiving her right to recover money in connection with a charge filed by any other entity or

individual, or by any federal, state or local agency to the extent released hereunder.

5.Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing

contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing

a charge with, reporting possible violations of federal law or regulation to, participating in any

investigation by, communicating directly with, providing information to, receiving financial

awards from or cooperating with the U.S. Securities and Exchange Commission, the Financial

Industry Regulatory Authority, the U.S. Equal Employment Opportunity Commission, the

Exhibit B-5