Offer Letter between Robinhood Markets, Inc. and Jeff Pinner, dated July 24, 2024

July 24, 2024

Dear Jeff:

 

I have read and accept this employment offer.

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Signature

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Date

I understand that Robinhood Markets, Inc. (“the Company”) values its relationship with its employees and hopes to avoid potential employment disputes, though I also understand that disputes may arise on occasion. By entering into this Mutual Agreement to Arbitrate (“Agreement”), the Company and I anticipate gaining the benefits of an efficient, impartial, final and binding dispute-resolution procedure. I understand that acceptance of this Agreement is a condition of my employment or continued employment with the Company, and my signature below will be deemed to be consent to this Agreement. I understand that by offering this Agreement, the Company agrees to be bound by its terms if I consent to this Agreement.

Claims Covered By This Agreement. The Company and I agree to resolve exclusively through binding arbitration all claims, disputes, or controversies (“claims”), past, present or future, arising out of my employment (or its termination), between us involving (1) myself, (2) the Company, (3) the Company’s officers, directors, employees or agents, (4) the Company’s parent, subsidiary and affiliated entities, (5) the Company’s benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates and agents (except where the plans expressly preclude arbitration), or (6) their successors and assigns, to the maximum extent permitted by law. This Agreement is intended to be both retrospective and prospective, and claims are intended to include past, present, and future claims, including claims that may have originated or accrued prior to the signing of this Agreement. Examples of claims that we both agree to submit to arbitration include claims of discrimination, harassment, retaliation, wrongful termination, unpaid wages, breach of contract, defamation, and all other claims related to the employment relationship. The Arbitrator’s decision shall be final and binding upon the parties and subject to review only as provided by Applicable Law (defined below).

Claims Not Covered By This Agreement. This Agreement does not (1) prohibit the filing or pursuit of injunctive relief in a court of law; (2) cover claims which, under Applicable Law, are not subject to or are excluded from arbitration; (3) cover claims which are subject to arbitration under the Code of Arbitration Procedure for Industry Disputes before the Financial Industry Regulatory Authority (FINRA) or other applicable self-regulatory organizations; (4) restrict my right to file administrative claims with any government agency (where the parties may not restrict an employee’s ability to file such claims); or (5) cover claims, except at my election, for sexual assault or sexual harassment as those terms are defined in 9 U.S.C. § 401 that arose or accrued on or after March 3, 2022, understanding that the Company and I still agree to resolve the underlying claims in arbitration to the fullest extent permitted by law. I understand that I am not barred from reporting any good faith allegations of unlawful employment practices or criminal conduct to appropriate federal, state or local agencies, or from making other truthful statements or disclosures. I further acknowledge that I can participate in a proceeding with any appropriate federal state, or local government agency enforcing discrimination laws. I understand that nothing in this Agreement shall be deemed to prohibit me from (i) filing an unfair labor practice charge under the National Labor Relations Act or participating or assisting in proceedings before the National Labor Relations Board; or (ii) filing a charge or complaint of age or other employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or state or local equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state or local equivalent.

Class and Collective Action Waiver. Unless prohibited by Applicable Law, the Company and I agree that all claims may only be brought in the party’s individual capacity, and the Company and I mutually waive our right to bring, maintain, and participate as a member in any class or collective action (or any action involving class or collective certification procedures) against the other. Claims asserted in a private attorney general capacity involving any violations suffered by a party individually shall be arbitrated on an individual basis only. Any non-individual claims asserted in a private attorney general capacity involving violations suffered by other individuals will be stayed pending the outcome of the arbitration involving any violations suffered by a party individually.

Arbitration Procedure. The arbitration will be administered by JAMS in accordance with the JAMS Employment Arbitration Rules & Procedures (and no other rules), which are currently available at http://www.jamsadr.com/rules-employment-arbitration. I understand that the Company will supply me with a printed copy of those rules upon my request. The Arbitrator shall be a retired judge (the “Arbitrator”), selected under the JAMS Rules. If JAMS does not have an office in the state where I was last employed, then the arbitration will be administered by the American Arbitration Association by a retired judge.

Applicable Law. The substantive provisions of the Federal Arbitration Act (“FAA”) shall govern the interpretation and enforcement of this Agreement. If for any reason the substantive provisions of the FAA do not apply, interpretation and enforcement of this Agreement shall be governed by the substantive law of the state where I work or worked for the Company. For claims subject to arbitration, the Arbitrator will apply the substantive law of the State where I work or worked, or federal law, or both, as applicable.

Arbitrator Authority. The arbitrator may not (1) without the consent of all parties, combine more than one individual’s claim or claims into a single case, (2) participate in or facilitate notification of others of potential claims, or (3) arbitrate or preside over any form of a class, collective, or representative proceeding. If a party violates this Agreement by commencing an action asserting a claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of this Agreement, including the Class and Collective Action Waiver. However, if a party complies with this Agreement and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Agreement for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Agreement, including the Class and Collective Action Waiver.

Arbitration Location. The arbitration shall take place in the county (or comparable governmental unit) where I am or was last employed by the Company.

Arbitration Costs. I understand that if I initiate a claim, I will be required to pay an initial JAMS Case Management Fee pursuant to the JAMS Employment Arbitration Rules & Procedures, and that the balance of administrative fees and costs unique to arbitration shall be allocated as provided in the JAMS Rules and under Applicable Law. However, I will not have

to pay any case filing fees if doing so would render this Agreement unenforceable under Applicable Law.

Protected Activity. Nothing in this Arbitration Agreement prevents me from (a) communicating with the Securities and Exchange Commission, the Commodity Futures Trading Commission, or the Financial Industry Regulatory Authority, or any other applicable regulatory agency; (b) exercising protected rights, including without limitation, as applicable, those rights granted under Section 7 of the National Labor Relations Act to engage in concerted activities for the purpose of collective bargaining or other mutual aid or protection, or otherwise disclosing information as permitted by applicable law, regulation, or order; or (c) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful. I acknowledge that I do not require prior authorization to engage in activity protected by this paragraph, and I do not need to notify Robinhood that I have engaged in such activity. Robinhood does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

Entire Agreement, Modification, And Severability. This is the complete Agreement between the parties on the subject of arbitration, except as provided herein. No party is relying on any representations except as specifically set forth in this Agreement. Any modification or amendment of this Agreement must be in writing and signed by myself and the Company’s Chief Executive Officer. If any provision of this Agreement is held to be void or unenforceable, that shall not affect the validity of the remainder of the Agreement. All other provisions shall remain in full force and effect. If the Class and Collective Action Waiver is found to be unenforceable despite this severability provision, then any claim brought on a class or collective action basis must be filed in a court of competent jurisdiction, and such court shall be the exclusive forum for such claims, but the portion of the Class and Collective Action Waiver that is enforceable shall be enforced in arbitration.

I understand that by signing this Agreement I am giving up my right to a jury trial for claims covered by this Agreement.

I further acknowledge that I have been given the opportunity to discuss this Agreement with my own private legal counsel at my expense and have availed myself of that opportunity to the extent I wish to do so.

This Agreement will be legally binding once it is signed by me.

●The Company is engaged in a continuous program of research, development, production and marketing in connection with its current and projected business;

●The Company develops and uses valuable business, technical, financial, proprietary, and/or customer information that it protects by limiting its disclosure and by keeping it secret or confidential;

●The Company derives value from the development and use of its confidential and Proprietary Information;

●It is critical for the Company to preserve and protect its confidential and Proprietary Information, the Company’s rights in certain inventions and works and its related intellectual property rights;

●I am entering into this Agreement, whether or not I am expected to create Inventions or other works of value for the Company;

●I believe that the responsibilities imposed on me in this Agreement are reasonable and are designed to protect what I consider to be the legitimate and protectable interests of the Company, including its trade secrets and other confidential information; and

●The statements made above in Section 1 are material terms of this Agreement.

●I agree that all Inventions described in Section 2 of this Agreement that (i) are developed using equipment, supplies, facilities or Trade Secrets of the Company; (ii) result from work performed by me for the Company; or (iii) relate to the Company’s business or actual or demonstrably anticipated research or development (the “Assigned Invention(s)”) will be the exclusive property of the Company.

●I agree that I have no ownership interest in or right to any Assigned Invention even though I may have created, written, or designed it. I cannot ever use any Assigned Invention for my personal benefit or reasons either during or after my employment with the Company.

●I agree that I have no right to take, use, copy, exploit, or manipulate any of the Assigned Inventions, including but not limited to the pictures/images, templates, code, art, articles/writings, or other creative work product that I create, write, or design while employed at the Company.