First Amendment to Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and

EX-10.1 2 ex101-firstamendmenttoseco.htm EX-10.1 Ex 10.1 - FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT

AGREEMENT (this “First Amendment”), is made as of October 25, 2024 (the “Amendment Effective

Date”), by and between GoodRx, Inc., (the “Corporation”) and Trevor Bezdek (the “Executive”).

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in

the Employment Agreement (as defined below).

RECITALS

A.The Corporation and the Executive have entered into that certain Second Amended and Restated

Employment Agreement, dated April 25, 2023 (the “Employment Agreement”).

B.The parties hereto wish to amend certain terms of the Employment Agreement.

AMENDMENT

The parties hereto hereby amend the Employment Agreement as follows, effective as of the Amendment

Effective Date.

1.Section 2. The first sentence of Section 2 of the Employment Agreement is hereby deleted and

replaced in its entirety as follows:

“The parties acknowledge that the Executive has been an employee of

the Corporation prior to the date of this Agreement and that the

Executive’s employment under this Agreement commenced on April 25,

2023, which date will be hereinafter referred to as the “Effective Date”

and shall be for a term ending on October 25, 2025, unless earlier

terminated in accordance with the terms of this Agreement (the

“Term”).”

2.Section 3.2. The last sentence of Section 3.2 of the Employment Agreement is hereby deleted

and replaced in its entirety as follows:

“The actual Incentive Bonus earned for each calendar year (which, for

clarity, may exceed or be less than the target Incentive Bonus), shall be

paid as soon as practicable following the Board’s (or its subcommittee’s)

approval of the amount of the Incentive Bonus, but no later than March 15

of the calendar year following the year in which the bonus is earned,

subject to the Executive’s continued employment by the Corporation or its

affiliates through the last day of the end of the calendar year covered by

the Incentive Bonus or, (i) for calendar year 2024, the 18-month

anniversary of the Effective Date and (ii) for calendar year 2025, October

25, 2025. Notwithstanding the foregoing, the Incentive Bonus for calendar

year 2025 shall be pro-rated for the portion of such calendar year ending

on October 25, 2025.”

3.Section 5.3. Section 5.3 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“(a) Upon termination of the Executive’s employment for any reason, the

Corporation shall pay (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 had accrued or been earned but had not been

paid on or before the Separation Date; (ii) any accrued but unpaid

Incentive Bonus for a performance period ending on or preceding the

Separation Date (payable in accordance with Section 3.2), and (iii)

within thirty (30) days following the Separation Date, any reimbursement

due to the Executive pursuant to Section 4.2 for expenses incurred by the

Executive on or before the Separation Date. 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) [Reserved.]

(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).”

4.Section 5.4. Section 5.4 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“5.4 Exclusive Remedy. The Executive agrees that the payments and

benefits contemplated by Section 5.3 shall constitute the exclusive and

sole remedy for any termination of employment during the Term of this

Agreement 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.Section 6.3. Section 6.3 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“[Reserved.]”

6.Section 13. Section 13 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“Sections 1.3, 1.4, 3.2, 5, 6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 shall

survive any termination of this Agreement. Sections 1.3, 1.4, 3.2, 5.3(a),

6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 of this Agreement shall

survive the expiration of this Agreement.”

7.Section 18. The first paragraph of Section 18 of the Employment Agreement is hereby deleted

and replaced in its entirety as follows:

“This Agreement is intended to meet the requirements of Section 409A

of the Internal Revenue Code of 1986, as amended (the “Code”), and

shall be interpreted and construed consistent with that intent. Each

payment provided hereunder 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”).”

8.Exhibit A. The General Release of Claims attached as Exhibit A to the Employment Agreement

is hereby deleted in its entirety.

9.This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated

in and forms a part of, the Employment Agreement.

10.Except as expressly provided herein, all terms and conditions of the Employment Agreement

shall remain in full force and effect.

(Signature page follows)

[Signature Page to First Amendment to Second A&R Employment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of

the Amendment Effective Date.

GOODRX, INC.


By:	/s/ Gracye Cheng
Name:	Gracye Cheng
Title:	General Counsel, SVP

“EXECUTIVE”

/s/ Trevor Bezdek

Trevor Bezdek