August 20, 2020
Julie M. B. Bradley
RE: Board Service Letter Agreement
GoodRx is delighted to invite you to join the board of directors of GoodRx Holdings, Inc. (the Board), as a director and as Audit Committee Chair and will recommend to the Board and the companys stockholders to elect you to that role as of August __, 2020.
This letter summarizes your service and compensation as an outside Board member for such term.
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, the Company agrees to provide you with $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.
In addition, as Audit Committee Chair, the Company agrees to pay you an incremental
$20,000 in annual compensation, paid in the same manner as the compensation described above.
Your compensation as a director remains subject to modification from time to time by the Board.
The Board expects to issue to you an award of 15,000 restricted stock units in relation to Common Stock of GoodRx under the Fourth Amended and Restated 2015 Equity Incentive Plan of GoodRx Holdings, Inc. (the Plan). The amount of restricted stock units will be determined in the sole discretion of the Board. Your restricted stock units will vest over time as you provide services to GoodRx. The vesting schedule shall be over a three-year period, with the shares vesting at the rate of 1/36th of the total shares per month over thirty-six months from August 1, 2020, subject to your continuous provision of services to GoodRx. In addition, the Board expects to issue to you an award of 7,500 restricted stock units in relation to Common Stock of GoodRx with a vesting schedule that shall be over a one-year period, with the shares vesting at the rate of 1/12th of the total shares per month over twelve months from August 1, 2020, subject to your continuous provision of services to GoodRx.