Employment Terms Agreement, by and between Roku, Inc. and Stephen Kay, dated November 15, 2013

Exhibit 10.9

November 15, 2013

Stephen H. Kay

Dear Steve,

Thanks for expressing interest in joining us at Roku, Inc. (the “Company”). It is clear that your experience, judgment, and leadership would be of enormous benefit to the Company.

Accordingly, I am pleased to offer you the position of Senior Vice President & General Counsel under the terms and conditions contained in the Appendix to this letter.

We face many exciting challenges and I have high expectations for the Company. I am confident that with your skills and experience, you can make a great contribution and will develop your own skills at the same time. I think you’ll find our Company to be a fun and exciting place to work. You’ll be working with a group of excellent, dedicated professionals producing innovative new consumer electronics products and services.

I’m looking forward to working with you!

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Employment Terms Agreement

Roku, Inc. (“Roku” or the “Company”) is pleased to offer you employment with the Company. The following Employment Terms Agreement (the “Agreement”) sets forth the terms and conditions of your employment relationship with the Company.

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Further, (i) upon the closing of a Corporate Transaction (as defined below), twenty five percent (25%) of the shares subject to your initial option grant shall vest immediately, and (ii) in the event that your employment is terminated without Cause (as defined below) by the Company or you terminate your employment for Good Reason (as defined below) (in either case, such termination occurring within twelve (12) months following a Corporate Transaction) then one hundred percent (100%) of the shares subject to your initial option grant that are still unvested shall vest immediately, subject to your signing, dating, returning to the Company, and allowing to become effective, a general release of all known and unknown claims in a form reasonably acceptable to the Company.

For purposes of this Agreement, the Company shall be deemed to have terminated your employment for “Cause” only in the event of a termination of your employment following: (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to, a charge that you have committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any other crime that results in or is intended to result in personal enrichment at the expense of the Company or any Affiliate (as defined herein); (ii) material breach by you of (A) any fully executed written agreement entered into between you and the Company or any Affiliate, including but not limited to this Agreement or the Employee Proprietary Information and Inventions Agreement by and between you and the Company, or (B) any written policy of the Company or an Affiliate which is applicable to you, in each case which breach is reasonably likely to cause material harm to the Company or an Affiliate; or (iii) your willful misconduct in connection with the performance of the duties and responsibilities of your position with the Company or your position with an Affiliate. In the event the Company determines that Cause for termination exists under clauses (ii), or (iii) hereof, and if such Cause is reasonably capable of being cured, the Company shall provide you with written notice of its intent to terminate for Cause and the basis therefor (which written notice must be provided within sixty (60) days after the first occurrence of such event giving rise to Cause), and you shall be given thirty (30) days to cure such ground for Cause. After the expiration of any such cure period, the Company shall provide you with an additional notice in writing as to whether you have cured such ground for termination for Cause. For purposes of this Agreement, “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended.

For purposes of this Agreement, “Corporate Transaction” shall mean any consolidation or merger of the Company with or into any other corporation or other entity; or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or a sale, lease, exclusive, irrevocable license or other direct or indirect disposition of all or substantially all of the assets of the Company.

For purposes of this Agreement, you shall be deemed to have terminated your employment for “Good Reason” only in the event you terminate your employment following any of the following actions by the Company or a successor corporation or

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entity, taken without your prior written consent: (i) a material diminution of your position, duties and responsibilities; (ii) the Company requires you to relocate your principal office location more than fifty (50) miles from your current office location and such relocation materially increases your commuting distance (provided that, after January 1, 2015, the Company has the discretion to provide you with reasonable prior written notice requiring you to relocate your principal office location on or after June 30, 2015 to the Company’s office in Saratoga (or to another San Francisco Bay Area office location) and such relocation will not provide grounds for Good Reason termination); (iii) a reduction in your annualized base salary; or (iv) a material breach by the Company of any fully executed written agreement entered into between you and the Company or an Affiliate, including this Agreement. Before terminating your employment for Good Reason under clauses (i), (ii), (iii) or (iv) hereof, you shall give the Company written notice of your intent to terminate for Good Reason and the basis therefor (which written notice must be provided within sixty (60) days after the first occurrence of such event giving rise to Good Reason), and the Company shall have thirty (30) days to cure such ground for Good Reason (the “Company Cure Period”). After the expiration of the Company Cure Period, you shall provide the Company with an additional notice in writing as to whether the Company has cured such ground for termination for Good Reason and, if the ground for Good Reason termination has not been reasonably cured, your resignation from all positions you then hold with the Company (including any subsidiary or parent entities) must be effective not later than thirty (30) days after the expiration of the Company Cure Period.

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The Company retains the discretion to modify its benefit plans, practices, policies and programs at any time.

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information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company or by you in the course of your employment. By signing this Agreement, you represent that you are able to perform your job duties within these guidelines, and you are not in unauthorized possession of any confidential documents or other property of any former employer or other third party. In addition, you hereby represent that you have disclosed to the Company in writing any agreement you may have with any third party (e.g., a former employer) which may conflict with or limit your ability to perform your duties to the Company.

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Company’s payment or reimbursement will cease earlier if you become eligible for group health insurance coverage through a new employer (such time period to be the “COBRA Reimbursement Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its reimbursement of your COBRA premiums could result in a violation of applicable law or application of any penalties (including, without limitation, under Section 105(h)(2) of the Internal Revenue Code, as amended (the “Code”) and Section 2716 of the Public Health Service Act), then in lieu of paying or reimbursing your COBRA premiums, the Company will pay you on the last day of each remaining month of the COBRA Reimbursement Period a cash payment equal to the COBRA premium for that month, subject to applicable tax withholding.

The Severance Benefits set forth in this paragraph 6 shall be the sole severance benefits you will receive, except that, in the event that you are eligible to receive, and are receiving, greater severance pay and benefits continuation under a Company plan, then you shall receive such greater severance pay and benefits instead, and the Severance Benefits in this Agreement shall not apply.

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To indicate your acceptance of our offer, please sign and date this Agreement in the space provided below, and sign and date the enclosed Employee Proprietary Information and Inventions Agreement, and return both fully signed documents to me no later than the close of business on November 22, 2013. The Company’s offer will expire if we do not receive these fully signed documents within the aforementioned timeframe.

We look forward to your favorable reply and to a productive and enjoyable work relationship.

Enclosure: Employee Proprietary Information and Inventions Agreement

UNDERSTOOD AND AGREED:

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