EX-10.1 2 ex101-thomaschan_offerlett.htm EX-10.1

Exhibit 10.1

September 24, 2020

Thomas Chan

thomasc519@hotmail.com

Re: GoodRx, Inc. Offer of Employment

Dear Thomas:

On behalf of GoodRx, Inc., a Delaware corporation (the “Company”), we are pleased to offer

you full-time employment in the position of Sr. Accounting Manager subject to the following

terms and conditions.

Start Date and Location

Your employment start date will be on or before October 19, 2020. Your initial employment

location will be our office in Santa Monica, CA.

Base Salary

As a full-time exempt employee, you will initially earn a base salary of $14,583.33/month

($175,000/annualized) paid twice monthly on the Company’s normal payroll schedule, subject to

regular withholdings. Your base salary will be subject to review annually as part of the

Company’s normal salary review process, and any salary adjustment will be made solely in the

Company’s discretion based on individual and Company performance. In addition to the base

salary, you will be eligible for an annual discretionary performance bonus of up to 10% of your

annual base salary, prorated for your first year of employment based on your start date. However,

the final decision on the amount of the bonus that will be paid (if any) shall be defined by the

Company in its sole discretion, also based on individual and Company performance. You must

be currently employed at the time bonuses are awarded to be eligible for a bonus.

Benefits

You shall be eligible to participate in all the employee benefits and benefit plans that the

Company generally makes available to its full-time regular employees, subject to the terms and

conditions of such benefits and benefit plans. Detailed information about the benefits presently

available will be provided to you upon your employment. You will be eligible for vacation

pursuant to the Company’s Flexible Vacation policy. You will also receive separate paid sick

leave in accordance with the Company’s sick leave policy.

Equity

It will be recommended to the Company’s Board of Directors (the “Board”) that you be issued a

restricted stock unit award covering approximately 9,250 shares of Common Stock of GoodRx

Holdings, Inc. under the applicable incentive plan (the “Plan”). The amount of shares will be

determined in the sole discretion of the Board. Your award will vest over time as you provide

services to the Company or GoodRx Holdings, Inc. The vesting schedule shall be over a four-

year period, with 25% of the shares vesting upon the first anniversary of your employment start

date with the Company, and thereafter the remainder vesting at the rate of 1/16th of the total

shares every 3 months over the next twelve quarters, subject to your continuous employment

with the Company. The award will be evidenced by the standard RSU Agreement of GoodRx

Holdings, Inc., and will be subject to the terms and conditions of the Plan.

Name & Likeness Rights

You hereby authorize the Company to use, reuse, and to grant others the right to use and reuse

your name, photograph, likeness, voice, and biographical information, and any reproduction or

simulation thereof, in any media now known or hereafter developed (including but not limited to

film, video, and digital, or other electronic media), both during and after your employment, for

whatever purposes the Company deems necessary.

No Expectation of Privacy

You recognize and agree that you have no expectation of privacy with respect to the Company’s

telecommunications, networking or information processing systems (including, without

limitation, stored computer files, email messages and voice messages) and that your activity, and

any files or messages, on or using any of those systems may be monitored at any time without

notice.

“At Will” Employment

Employment with the Company is “at-will.” This means that it is not for any specified period of

time and can be terminated either by you or by the Company at any time, with or without

advance notice, and for any or no particular reason or cause. It also means that your job duties,

title, responsibilities, reporting level, compensation and benefits, as well as the Company’s

personnel policies and procedures, may be changed with or without notice at any time in the sole

discretion of the Company. This letter will reflect the final, total and complete agreement

between you and the Company regarding how your employment may be terminated. The “at-

will” nature of your employment may only be changed by way of written agreement expressly

altering the at-will employment relationship and signed by you and by the Company’s President.

Reporting and Loyalty

You will initially report to the Company’s Director Accounting. Your report may be changed

from time to time by the Company.

You agree to the best of your ability and experience that you will loyally and conscientiously

perform all of the duties and obligations required of you. During your employment, you will

devote substantially all of your business time and attention to the business of the Company, the

Company will be entitled to all of the benefits and profits arising from or incident to all such

work services and advice, you will not provide general consulting or advisor services in the

healthcare or any related industry, whether or not for compensation, without the prior written

consent of the Company, and you will not directly or indirectly engage or participate in any

business that is competitive in any manner with the business of the Company. You also agree

that you will not engage in any outside activity or industry event as an expert, speaker,

contributor, consultant, advisor, or panelist that would create an actual or potential conflict with

your duties for the Company or may result in you divulging the Company’s nonpublic or

confidential information. If you would like to participate in any such external activity, you will

get prior written consent from the Company and ensure the proposed activity does not present an

actual or potential conflict and will not involve disclosure of the Company’s confidential

information. During your employment you may not use or disclose the Company’s confidential

information except as required to perform your duties. As set forth below, your employment is

contingent upon your compliance with the terms of the Company’s Proprietary Information and

Invention Assignment Agreement during and after your employment. Nothing in this letter will

prevent you from accepting speaking or presentation engagements in exchange for honoraria or

from serving on boards of charitable organizations, or from owning no more than 1% of the

outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

By signing and accepting this offer, you represent and warrant that: (i) you are not subject to any

pre-existing contractual or other legal obligation with any person, company or business

enterprise which may be an impediment to your employment with, or your providing services to,

the Company as its employee or officer; and (ii) you have not and shall not bring onto Company

premises, or use in the course of your employment with the Company, any confidential or

proprietary information of another person, company or business enterprise to whom you

previously provided services.

Conditions

This offer, and any employment pursuant to this offer, is conditioned upon the following:

•Your ability to provide satisfactory documentary proof of your identity and right to work in

the United States of America on or before your third day of employment.

•Satisfactory outcome of pre-employment reference check.

•Satisfactory outcome of post-offer background check.

•Your signed agreement to, and ongoing compliance with, the terms of the Company’s

Proprietary Information and Invention Assignment Agreement.

•Your execution and return of the enclosed copy of this letter to Reena Scoblionko, Vice

President People, no later than 5:00 pm pacific time, Monday, September 28, 2020 after

which time this offer will expire.

Entire Agreement

If you accept this offer, and the conditions of this offer are satisfied, this letter and the written

agreements referenced in this letter shall constitute the complete agreement between you and the

Company with respect to the subject matter hereof. This letter agreement shall supersede any

existing employment arrangement or agreement with the Company. Any representations,

whether written or oral, not contained in this letter or contrary to those contained in this letter

that may have been made to you are expressly cancelled and superseded by this offer.

California law shall govern this agreement. If any provision of this letter agreement is held

invalid or unenforceable, such provision shall be severed, and the remaining provisions shall

continue to be valid and enforceable.

Sincerely,

GOODRX, INC.

By	/s/ Reena Scoblionko
	Reena Scoblionko, Vice President People

I accept the above offer, and will begin employment on the date set forth below:

Dated:	09/27/2020		/s/ Thomas Chan
			Signature
Start date:	10/19/20