June 10, 2020
RE: Board Service Continuation Letter Agreement
As you know, your term as a director on the board of directors (the Board) of GoodRx Holdings, Inc., a Delaware corporation (GoodRx) will expire in August. GoodRx is delighted to invite you to continue serving in such position and will recommend to the Board and the companys stockholders to elect you for another term commencing on August 11, 2020.
This letter summarizes your service and compensation as an outside Board member for such new term. To that effect, you acknowledge that you were paid in full any amounts due to you for your current service on the Board and that you were issued all equity promised to you related thereof. For the avoidance of doubt, this letter does not affect your service as a manager on the board of managers of GoodRx Intermediate Holdings, LLC (Intermediate), a wholly-owned subsidiary of GoodRx, which service has been continuous since appointment thereon. You acknowledge and agree that you will not be entitled to any further compensation for serving on the Board of GoodRx or board of managers of Intermediate beyond what is described herein.
While independent directors ultimately serve at the pleasure of stockholders, we would anticipate your service having a one-year term before coming due for re-election.
Your compensation as a director includes cash compensation and an equity grant. The specifics associated with each compensation component are as follows:
As a Board member, you will receive $30,000 in annual compensation which is to be paid quarterly and pro-rated as necessary for a partial quarter of service. Further, you will be reimbursed for usual and customary travel expenses associated with your Board activity in a manner consistent with GoodRxs policies.
It will be recommended to the Board that you be issued a non-statutory option to purchase 30,000 shares of Common Stock of GoodRx under the Fourth Amended and Restated 2015 Equity Incentive Plan of GoodRx Holdings, Inc. (the Option Plan). The amount of shares will be determined in the sole discretion of the Board. Your option shares will vest