GoodRx Holdings, Inc 8-K, filed Feb 5, 2025
GoodRx Holdings, Inc. (GDRX)
8-K
2025-02-05
For: 2025-02-04
View Original
Added on
April 10, 2026
About this 8-K
GoodRx Holdings, Inc filed this 8-K on February 5, 2025, reporting on events of February 4, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2025
________________________________________
(Exact Name of Registrant as Specified in its Charter)
________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2701 Olympic Boulevard | ||
Santa Monica, California | ||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (855 ) 268-2822
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.0001 par value per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Chief Financial Officer and Treasurer Appointment
On February 4, 2025, the Board of Directors (the “Board”) of GoodRx Holdings, Inc. (the “Company”) appointed
Christopher A. McGinnis as Chief Financial Officer and Treasurer of the Company, effective as of his commencement of
employment, which occurred on February 4, 2025 (the “Effective Date”). Mr. McGinnis succeeds Romin Nabiey who, as
previously disclosed, has been serving as Interim Chief Financial Officer. Mr. Nabiey will continue to serve as the Company’s
Chief Accounting Officer and principal accounting officer.
Prior to the Effective Date, Mr. McGinnis, 53, served as Chief Executive Officer of Citizens Rx LLC ("Citizens Rx"), a
pharmacy benefits manager, from May 2021 until December 2024, where he set the strategic direction for the company,
successfully oversaw its operations, and built a performance-driven executive team. From May 2017 to May 2021, Mr.
McGinnis held various executive roles at Lumeris / Essence Healthcare, a Medicare Advantage health plan and value-based
care operator, including roles as Chief Financial Officer, where he led the financial strategy and operations of the
organization, and Executive Vice President of Operations. Prior to that, from March 2008 to May 2017, Mr. McGinnis served
in various roles at Express Scripts Holding Company, a pharmacy benefit management organization, including serving as its
Chief Accounting Officer and Principal Accounting Officer. Mr. McGinnis holds a B.S. degree in Accountancy from the
Missouri State University and a Juris Doctorate degree from St. Louis University.
There are no transactions in which the Company is a party and in which Mr. McGinnis has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. McGinnis and any of the
Company’s current or former directors or executive officers.
McGinnis Employment Agreement
In connection with his appointment as Chief Financial Officer and Treasurer of the Company, on February 4, 2025, the
Company and GoodRx, Inc. (a subsidiary of the Company, “GoodRx”) entered into an Employment Agreement with Mr.
McGinnis (the “Employment Agreement”), effective as of the Effective Date.
Mr. McGinnis’ employment under the Employment Agreement is at-will, and will commence on the Effective Date and
continue until terminated in accordance with the terms of the Employment Agreement.
The Employment Agreement provides for (i) an annual base salary of $500,000; and (ii) eligibility to participate in the
health and welfare benefit plans and programs maintained by GoodRx for the benefit of its employees and certain other
perquisites. In addition, Mr. McGinnis is eligible to earn an annual cash incentive bonus targeted at 100% of his base salary,
which bonus is payable based on the achievement of individual and/or Company performance goals established by the
Board or a committee thereof; any such bonus payment will be contingent upon Mr. McGinnis’ continued employment
through the applicable payment date. In addition, Mr. McGinnis is entitled to receive a one-time cash payment of $250,000
(the “Signing Bonus”). In the event that Mr. McGinnis’ employment is terminated prior to the first anniversary of the Effective
Date (other than due to his death or “disability,” by GoodRx without “cause” or by Mr. McGinnis for “good reason” (each, as
defined in the Employment Agreement)), Mr. McGinnis will be required to repay the unearned portion of the Signing Bonus
on a pro-rata basis to reflect time employed through the first anniversary of the Effective Date.
Pursuant to the Employment Agreement, Mr. McGinnis will be granted (i) a restricted stock unit award having an
aggregate value of $3,500,000 (the “Initial RSU Award”) and (ii) a stock option having an aggregate value of $3,500,000 (the
“Initial Option”) under the Company’s 2020 Incentive Award Plan. We currently expect each award will be granted on the
first trading day of the first “open window” that occurs following the Effective Date.
The number of shares of the Company’s Class A common stock subject to the Initial RSU Award will be determined
based on the closing share price over the last 20 trading days preceding the applicable grant date. The number of shares of
the Company’s Class A common stock subject to the Initial Option will be determined based on the per share Black-Scholes
valuation as of the applicable grant date. The Initial RSU Award and Initial Option will vest with respect to 25% of the shares
subject to the awards on February 15, 2026, and as to 1/16 of the shares subject to the award on each quarterly anniversary
thereafter, subject to Mr. McGinnis’ continued employment through the applicable vesting date.
Pursuant to the Employment Agreement, on the Effective Date, Mr. McGinnis will become a Tier 1 Participant in the
Company’s Executive Severance Plan.
The Employment Agreement also includes a “best pay” provision under Section 280G of the Internal Revenue Code,
pursuant to which any “parachute payments” that become payable to Mr. McGinnis will either be paid in full or reduced so
that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in
the better after-tax treatment to Mr. McGinnis.
Mr. McGinnis is also subject to a non-disparagement provision in the Employment Agreement, as well as the terms and
conditions of a proprietary information and invention assignment agreement containing confidentiality, intellectual property
assignment, non-competition, non-solicitation and other protective covenants.The foregoing description of the Employment
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Mr. McGinnis has also
entered into the Company’s standard indemnification agreement for directors and officers, the form of which was previously
filed by the Company as Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-248465) initially filed by the
Company with the Securities and Exchange Commission on September 14, 2020.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
10.1 | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
GOODRX HOLDINGS, INC. | |||
Date: | February 5, 2025 | By: | /s/ Wendy Barnes |
Name: Wendy Barnes Title: Chief Executive Officer and President |
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as
of February 4, 2025, by and among GoodRx, Inc., a Delaware corporation (the “Corporation”),
GoodRx Holdings, Inc. (“Holdings”) and Christopher McGinnis, an individual (the “Executive”).
RECITALS
THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,
understandings and intentions:
WHEREAS, the Corporation and the Executive mutually desire that the Executive be
employed by the Corporation as its Chief Financial Officer to carry out the duties and
responsibilities described below, all on the terms and conditions hereinafter set forth, effective as
of the Effective Date (as defined in Section 2).
NOW, THEREFORE, in consideration of the above recitals incorporated herein and the
mutual covenants and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as
follows:
1.Employment and Duties.
1.1Employment. Effective as of the Effective Date, the Corporation shall employ
the Executive on an at-will basis, subject to the terms and conditions expressly set forth in this
Agreement, including, but not limited to, Section 5 of this Agreement. The Executive does
hereby accept and agree to such employment on the terms and conditions expressly set forth in
this Agreement.
1.2Duties. The Executive shall serve the Corporation as its Chief Financial Officer
and shall perform and have the responsibilities, duties, status and authority customary for this
position in an organization of the size and nature of the Corporation, subject to the corporate
policies of the Corporation as in effect from time to time (including, without limitation, the
Corporation’s business conduct and ethics policies, as they may be amended from time to time).
In this position, the Executive shall report directly to the Corporation’s Chief Executive Officer
(the “CEO”) and shall render such administrative, financial, and other executive and managerial
services to the Corporation and its affiliates as the CEO may direct.
1.3No Other Employment; Time Commitment. For so long as the Executive is
employed with the Corporation, the Executive shall both (a) devote substantially all of his
business time, energy and skill to the performance of the Executive’s duties for the Corporation
and (b) hold no other employment positions with any other entity (other than an affiliate of the
Corporation). Further, the Executive’s service on the boards of directors (or similar bodies) of
other business entities is subject to the prior approval of the CEO or the Board of Directors of
Holdings (the “Board”) not to be unreasonably withheld. The Corporation shall have the right to
require the Executive to resign from any board or similar body on which the Executive may then
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serve if the CEO or the Board reasonably determines that such service (i) creates a conflict of
interest or otherwise interferes with the effective discharge of the Executive’s duties and
responsibilities to the Corporation in accordance with this Agreement or (ii) is in respect of a
business then in competition with any business of the Corporation.
1.4No Breach of Contract. The Executive hereby represents to the Corporation: (a)
that the execution and delivery of this Agreement by the Executive and the Corporation and the
performance by the Executive of the Executive’s duties hereunder shall not constitute a breach
of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is
a party or otherwise bound; (b) that the Executive has no information (including, without
limitation, confidential information and trade secrets) relating to any other person or entity which
would prevent the Executive entering into this Agreement or carrying out the Executive’s duties
hereunder; and (c) that the Executive is not bound by any confidentiality, trade secret or similar
agreement with any other person or entity which would prevent, or be violated by, the Executive
(i) entering into this Agreement or (ii) carrying out the Executive’s duties hereunder.
1.5Location. During the Term (as defined in Section 2), the Executive shall perform
the services required by this Agreement from his home office, currently in Arizona. The
Executive acknowledges that business travel may be required from time to time in the course of
performing the Executive’s duties for the Corporation.
2.Term. The Executive’s employment under this Agreement shall commence on February
4, 2025 (the “Effective Date”). The period from the Effective Date until the termination of the
Executive’s employment under this Agreement is hereinafter referred to as the “Term.” For the
avoidance of doubt, this Agreement will not be effective, and the Executive will not be entitled
to any of the compensation and benefits set forth herein, unless and until the Executive
commences employment on the Effective Date.
3.Compensation.
3.1Base Salary. During the Term, the Executive’s annual base salary (the “Base
Salary”) shall be paid in accordance with the Corporation’s regular payroll practices in effect
from time to time, but not less frequently than in monthly installments, and pro-rated for any
partial years of employment. As of the Effective Date, the Executive’s Base Salary shall be at an
annualized rate of $500,000.
3.2Signing Bonus. The Corporation shall pay the Executive a one-time cash signing
bonus in the amount of $250,000 (the “Signing Bonus”). This Signing Bonus will be paid to the
Executive in one lump-sum payment no later than the second regularly scheduled payroll date
after the Effective Date, subject to the Executive’s continued employment with the Corporation
or its affiliates through such payment date. Notwithstanding such payment, to earn 100% of the
Signing Bonus, the Executive must remain in continued employment with the Corporation or its
affiliates through the earliest of (a) the first anniversary of the Effective Date, (b) the Executive’s
death or Disability (as defined in Section 5.5), (c) the termination of the Executive’s employment
hereunder by the Corporation without Cause, or (d) the termination of the Executive’s
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employment hereunder by the Executive for Good Reason (as defined in Section 5.5). In the
event that the Executive’s employment is terminated other than (i) due to the Executive’s death
or Disability, (ii) by the Corporation without Cause, or (iii) by the Executive for Good Reason, in
any case, and such termination occurs prior to the first anniversary of the Effective Date, the
Signing Bonus will not have been earned in full, and the Executive shall repay the Unearned
Portion (as defined below) of the Signing Bonus (net receipt after tax withholding) to the
Corporation in full within three months following the date of the Executive’s termination of
employment. For purposes of this Agreement, the “Unearned Portion” means an amount
determined by multiplying (A) 100% of the Signing Bonus by (B) a fraction, the numerator of
which is the number of days during the period commencing on (but excluding) the Separation
Date (as defined in Section 5.2) and ending on (and including) the first anniversary of the
Effective Date, and the denominator of which is 365.
3.3Incentive Bonus. For each calendar year ending during the Term, beginning with
calendar year 2025, the Executive will be eligible to earn an annual cash incentive bonus (the
“Incentive Bonus”), targeted at 100% of the Executive’s then-current annual Base Salary (the
“Target Bonus”), pro-rated for any partial year of employment. The actual amount of any
Incentive Bonus shall be determined by the Board (and/or a subcommittee thereof) in its
discretion, and may be higher or lower than the Target Bonus, based on the achievement of
individual and/or Corporation annual performance goals established by the Board (and/or a
subcommittee thereof) for the applicable calendar year. The actual Incentive Bonus, if any, shall
be paid no later than March 15 of the calendar year following the calendar year in which such
Incentive Bonus was earned, subject to the Executive’s continued employment by the
Corporation or its affiliates through the payment date.
3.4Equity Awards.
(a)Equity Awards.
(i)Subject to the approval of the Board (and/or a subcommittee
thereof), and the Executive’s continued employment the applicable grant date, Holdings shall
grant to the Executive an equity award having an aggregate value of $7,000,000, 50% of which
shall be granted in the form of a restricted stock unit award (the “RSU Award”), and the
remaining 50% of which shall be granted in the form of a stock option (the “Option Award” and,
together with the RSU Award, the “Equity Awards”), pursuant to the Holdings 2020 Incentive
Award Plan (as may be amended from time to time, the “Plan”).
(ii)The number of shares of Holdings’ Class A common stock subject
to the RSU Award shall be determined by dividing $3,500,000 by the average closing share price
over the last 20 trading days preceding the applicable grant date. Subject to the Executive’s
continued employment with the Corporation through the applicable vesting date, the RSU Award
shall vest as to 25% of the shares subject to the RSU Award on the 15th day of the calendar
month in which the first anniversary of the Effective Date occurs (or, if the first anniversary of
the Effective Date occurs after the 15th of the month, on the 15th of the calendar month following
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the month in which the first anniversary of the Effective Date occurs), and as to one-sixteenth
(1/16th) of the shares subject to the RSU Award on each quarterly anniversary thereafter.
(iii)The Option Award shall be a nonqualified stock option, shall have
an exercise price per share equal to the closing price of Holdings’ Class A common stock on the
applicable grant date, and shall have a maximum term of ten years from the applicable grant
date. The number of shares of Holdings’ Class A common stock subject to the Option Award
shall be determined by dividing $3,500,000 by the per share Black-Scholes valuation as of the
applicable grant date, utilizing materially the same assumptions that Holdings uses in the
preparation of its financial statements. Subject to the Executive’s continued employment with
the Corporation through the applicable vesting date, the Option Award shall vest as to 25% of the
shares subject to the Option Award on the 15th day of the calendar month in which the first
anniversary of the Effective Date occurs (or, if the first anniversary of the Effective Date occurs
after the 15th of the month, on the 15th of the calendar month following the month in which the
first anniversary of the Effective Date occurs), and as to one-sixteenth (1/16th) of the shares
subject to the Option Award on each quarterly anniversary thereafter.
(b)Award Terms. The terms and conditions of the Equity Awards will be set
forth in separate award agreements in forms prescribed by Holdings, to be entered into by
Holdings and the Executive (the “Award Agreements”), which will have terms and conditions
consistent with those summarized herein. Except as otherwise specifically provided in this
Agreement, the Equity Awards shall be governed in all respects by the terms and conditions of
the Plan and the applicable Award Agreement.
(c)Grant Timing. If approved, the Equity Awards will be granted on the first
trading day of the first “open window” under the Corporation’s Insider Trading Compliance
Policy that occurs following the Effective Date.
4.Benefits.
4.1Health, Retirement, Welfare and Fringe Benefits. During the Term, the
Executive shall be eligible to participate in all employee health, life and other insurance plans
and programs, retirement and welfare benefit plans and programs, bonus plans and programs,
and fringe benefit plans and programs, in each case, made available by the Corporation to the
Corporation’s executive employees generally, in accordance with the terms of such plans and
programs and as such plans or programs may be in effect from time to time.
4.2Reimbursement of Expenses. During the Term, the Corporation shall reimburse
the Executive for all customary and reasonable business expenses incurred in the performance of
his duties under this Agreement and as an officer or director pursuant to the Corporation’s
expense reimbursement policies.
4.3PTO and Other Leave. During the Term, the Executive’s annual rate of Paid
Time Off (“PTO”) accrual shall be as set forth in the Corporation’s PTO policies as in effect
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from time to time. The Executive shall also be eligible for all other holiday and leave pay
generally available to the other executives of the Corporation.
4.4Indemnification. The Executive shall be provided indemnification and coverage
under the Corporation’s D&O and EPL liability insurance policies.
5.Termination of Employment.
5.1Generally. The Executive’s employment by the Corporation, and the Term, may
be terminated at any time (a) by the Corporation with or without Cause, (b) by the Corporation in
the event that the Executive has incurred a Disability, (c) by the Executive for any reason, or (d)
due to the Executive’s death.
5.2Notice of Termination. Any termination of the Executive’s employment under
this Agreement (other than because of the Executive’s death) shall be communicated by written
notice of termination from the terminating party to the other party, which termination shall be
effective (a) no less than 30 days following delivery of such notice in the event of a termination
by the Executive for any reason, (b) on the date set forth in such notice in the event of a
termination by the Corporation without Cause or (c) immediately in the event of a termination by
the Corporation for Cause. The notice of termination shall indicate the specific provision(s) of
this Agreement relied upon in effecting the termination. The effective date of the Executive’s
termination of employment hereunder shall be referenced herein as the “Separation Date”.
5.3Benefits Upon Termination.
(a)Upon or following the termination of the Executive’s employment
hereunder for any reason, the Corporation shall pay to the Executive the following: (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 have accrued or have been earned but have not been paid on or before the
Separation Date; and (ii) within 30 days following the Separation Date (or earlier if required by
applicable law), any reimbursement due to the Executive pursuant to Section 4.2 for expenses
incurred by the Executive on or before the Separation Date.
(b)The Corporation and the Executive acknowledge and agree that, effective
as of the Effective Date, the Executive shall be a Tier 1 Participant (within the meaning of the
Severance Plan) in the Severance Plan (as defined in Section 5.5 below), subject to and in
accordance with the terms and conditions set forth therein.
(c)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
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with the terms of an applicable equity compensation plan maintained by the Corporation or
Holdings and the Corporation’s 401(k) plan (if any). The treatment of each equity award granted
to the Executive by Holdings (including each Equity Award) that is outstanding and, if
applicable, unexercised as of the Separation Date will be governed by the applicable award
agreement evidencing such award and the Severance Plan, as applicable.
5.4Exclusive 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.
5.5Certain Defined Terms. The definitions of Cause and Good Reason contained
in this Agreement shall govern for purposes of this Agreement.
(a)As used herein, “Cause” shall have the meaning set forth in the Severance
Plan.
(b)As used herein, “Disability” shall mean a disability for which the
Executive is deemed qualified for benefits under the Corporation’s long-term disability plan or,
if the Corporation does not maintain a long-term disability plan or the Executive does not apply
for such benefits, any medically determinable physical or mental impairment (as determined by a
physician designated by the Corporation, in good faith) resulting in the Executive’s inability to
perform the duties of his position, where such impairment can be expected to result in death or
can be expected to last for a continuous period of not less than six months.
(c)As used herein, “Good Reason” shall have the meaning set forth in the
Severance Plan.
(d)As used herein, “Severance Plan” shall mean the GoodRx Holdings, Inc.
Executive Severance Plan, as may be amended from time to time.
5.6Resignation from Directorships and Officerships. Unless the parties agree
otherwise in writing, the termination of the Executive’s employment with the Corporation for
any reason shall be treated as the Executive’s resignation from (a) any director, officer or
employee position the Executive has with the Corporation, any parent entity (including
Holdings) and any of their respective affiliates, and (b) all fiduciary positions (including as a
trustee) the Executive holds with respect to any employee benefit plans or trusts established by
the Corporation, any parent entity and any other subsidiaries of such parent entity, or any of their
respective affiliates. The Executive agrees that this Agreement shall, unless the parties agree
otherwise in writing, serve as written notice of such resignation in this circumstance.
Furthermore, the Executive agrees to execute any documents evidencing such resignations that
the Corporation reasonably requests.
5.7280G Implications.
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(a)Notwithstanding any other provision of this Agreement, in the event that
any payment or benefit received or to be received by the Executive (including any payment or
benefit received in connection with a termination of the Executive’s employment, whether
pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such
payments and benefits, including the payments and benefits under the Severance Plan, being
hereinafter referred to as the “Total Payments”), would be subject (in whole or part) to the excise
tax imposed under Section 4999 of the Code (as defined in Section 18.1) (the “Excise Tax”),
then, after taking into account any reduction in the Total Payments provided by reason of Section
280G of the Code in such other plan, arrangement or agreement, the cash severance payments
under this Agreement shall first be reduced, and the noncash severance payments hereunder shall
thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject
to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after
subtracting the net amount of federal, state and local income taxes and employment taxes on
such reduced Total Payments and after taking into account the phase out of itemized deductions
and personal exemptions attributable to such reduced Total Payments), is greater than or equal to
(ii) the net amount of such Total Payments without such reduction (but after subtracting the net
amount of federal, state and local income taxes and employment taxes on such Total Payments
and the amount of Excise Tax to which the Executive would be subject in respect of such
unreduced Total Payments and after taking into account the phase out of itemized deductions and
personal exemptions attributable to such unreduced Total Payments). In all cases, if there are
any reductions to the Total Payments under this paragraph, the reduction shall be performed in a
manner which results in the greatest after-tax amount being retained by the Executive and in a
manner which comports with Section 409A of the Code.
(b)For purposes of determining whether and the extent to which the Total
Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or
enjoyment of which the Executive shall have waived at such time and in such manner as not to
constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into
account; (ii) no portion of the Total Payments shall be taken into account which, in the written
opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”)
selected by the Corporation (provided, however, that Independent Advisors may not without the
Executive’s written consent be the firm which serves as the auditor for the ultimate parent of the
entity acquiring the Corporation), does not constitute a “parachute payment” within the meaning
of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code),
and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account
which, in the opinion of Independent Advisors, constitutes reasonable compensation for services
actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the
“base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable
compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit
included in the Total Payments shall be determined by the Independent Advisors in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code.
6.Covenants.
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6.1Defense of Claims. The Executive agrees that, during the Term hereof, and for a
period of five years after termination of the Executive’s employment, upon reasonable notice
from the Corporation, the Executive will reasonably cooperate with providing information to the
Corporation necessary in the defense of any claims or actions that may be made by or against the
Corporation that affect the Executive’s prior areas of responsibility, except if the Executive’s
interests are adverse to the Corporation in such claim or action. The Corporation agrees that it
shall promptly pay or reimburse the reasonable cost of the time of the Executive (at a rate of
$190 per hour) and any reasonable, out-of-pocket costs and attorneys’ fees that the Executive
actually incurs in connection with the Executive providing such assistance or cooperation to the
Corporation, in accordance with the Corporation’s standard policies and procedures as in effect
from time to time, provided that the Executive shall have obtained prior written approval from
the Corporation for any travel costs incurred by the Executive in connection with the Executive’s
obligations under this Section 6.1.
6.2PIIA. The Executive hereby acknowledges that the Executive is concurrently
entering into an agreement with the Corporation, substantially in the form attached hereto as
Exhibit A, containing confidentiality, intellectual property assignment, non-competition, non-
solicitation and other protective covenants (the “PIIA”), that the Executive shall be bound by the
terms and conditions of the PIIA, and that such agreement shall be additional to, and not in
limitation of, the covenants contained in any other written agreement between the Corporation
and the Executive.
6.3Non-Disparagement. During and after the Executive’s employment or other
service with the Corporation and/or any of its affiliates, the Executive agrees that the Executive
will not, at any time, make, directly or indirectly, any oral or written statements that are
disparaging of the Corporation or any of its affiliates, the products or services of the Corporation
or any of its affiliates, or any of the Corporation’s present or former officers, equity holders,
directors or employees; provided, that the Executive may confer in confidence with his legal
representatives and make demonstrably true statements.
7.Source of Payments. All payments provided under this Agreement, other than payments
made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds
of the Corporation, and no special or separate fund shall be established, and no other segregation
of assets shall be made, to assure payment. The Executive shall have no right, title or interest
whatsoever in or to any investments which the Corporation may make to aid the Corporation in
meeting its obligations hereunder. Any payments provided under this Agreement shall be treated
as amounts owed to an unsecured creditor of the Corporation.
8.Withholding. Notwithstanding anything else herein to the contrary, the Corporation and
its affiliates may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such federal, state and local
income, employment, or other taxes or other amounts as may be required to be withheld pursuant
to any applicable law or regulation.
9.Assignment; Binding Effect.
9
9.1By the Executive. This Agreement and any and all rights, duties, obligations or
interests hereunder shall not be assignable or delegable by the Executive.
9.2By the Corporation. This Agreement and all of the Corporation’s rights and
obligations hereunder shall not be assignable by the Corporation except as incident to a
reorganization, merger or consolidation, or transfer of all or substantially all of the Corporation’s
assets; provided that the assignee in such reorganization, merger, consolidation or transfer
assumes all of the Corporation’s obligations hereunder.
9.3Binding Effect. This Agreement shall be binding upon, and inure to the benefit
of, the parties hereto, any successors to or assigns of the Corporation and the Executive’s heirs
and the personal representatives of the Executive’s estate.
10.Number and Gender. Where the context requires, the singular shall include the plural,
the plural shall include the singular, and any gender shall include all other genders.
11.Section Headings. The section headings of, and titles of paragraphs and subparagraphs
contained in, this Agreement are for the purpose of convenience only, and they neither form a
part of this Agreement nor are they to be used in the construction or interpretation thereof.
12.Governing Law. This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal relations hereby created among
the parties hereto, shall be governed by and construed under, and interpreted and enforced in
accordance with, the laws of the State of Arizona and adjudicated within Maricopa County,
Arizona.
13.Survival of Certain Provisions. Sections 4.4, 5, 6, 8, 12, 14, 15, 16, 17, 18, 20, 22 and
23 shall survive any termination of this Agreement.
14.Entire Agreement. This Agreement (together with the PIIA and the Award Agreements)
embodies the entire agreement of the parties hereto respecting the matters within its scope. As of
the Effective Date, this Agreement (together with the PIIA and the Award Agreements)
supersedes all prior agreements of the parties hereto that, directly or indirectly, bear upon the
subject matter hereof, and any prior negotiations, correspondence, agreements, proposals or
understandings relating to the subject matter hereof shall be deemed to be of no force or effect,
and the parties to any such other negotiations, commitments, agreements or writings shall have
no further rights or obligations thereunder. There are no representations, warranties or
agreements, whether express or implied, or oral or written, with respect to the subject matter
hereof, except as expressly set forth herein.
15.Modifications, Waivers. This Agreement may not be waived, amended, modified or
changed (in whole or in part), except by an instrument in writing signed by all parties hereto.
The waiver by any party of compliance with any provision of this Agreement by the other party
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.
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16.Arbitration. The parties hereto agree that, to the extent permitted by law, any dispute or
controversy arising out of, relating to or in connection with this Agreement, or the interpretation,
validity, construction, performance, breach or termination thereof, or the Executive’s
employment by the Corporation or any termination thereof, will be settled by arbitration to be
held at a location in Phoenix, Arizona in accordance with then applicable rules of the American
Arbitration Association specifically designed for the resolution of employment disputes, which
are available at https://www.adr.org/sites/default/files/EmploymentRules_Web_3.pdf. The
arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of
the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment
may be entered on the arbitrator’s decision in any court having jurisdiction. The Corporation
shall pay the costs associated with arbitration (arbitration fee and location fee, if any); provided,
however, that each party shall bear such party’s own legal fees and expenses. THE
EXECUTIVE AND THE CORPORATION UNDERSTAND THAT BY AGREEING TO
ARBITRATE ANY ARBITRATION CLAIM, THEY WILL NOT HAVE THE RIGHT TO
HAVE ANY ARBITRATION CLAIM DECIDED BY A JURY OR A COURT, BUT SHALL
INSTEAD HAVE ANY ARBITRATION CLAIM DECIDED THROUGH ARBITRATION.
THE EXECUTIVE AND THE CORPORATION WAIVE ANY CONSTITUTIONAL OR
OTHER RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN
IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW,
THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17.Notices. All notices, requests, demands and other communications required or permitted
under this Agreement shall be in writing (including in electronic formats) and shall be deemed to
have been duly given and made if (a) on delivery if delivered by hand, (b) one business day after
if sent to an email address of record provided receipt is confirmed, or (c) three business days
after sent by registered or certified mail, postage prepaid, return receipt requested. Any notice
shall be duly addressed to the parties as follows:
If to the Corporation:
GoodRx, Inc.
2701 Olympic Boulevard
Santa Monica, CA 90404
Attention: General Counsel
If to the Executive, to the address (or e-mail address) most recently on file in the
personnel records of the Corporation.
18.Code Section 409A.
18.1This 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
11
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”). Any payments subject to Section 409A of the Code that are subject
to execution of a waiver and release which may be executed and/or revoked in a calendar year
following the calendar year in which the payment event (such as termination of employment)
occurs shall commence payment only in the calendar year in which the consideration period or, if
applicable, release revocation period ends, as necessary to comply with Section 409A of the
Code.
18.2Notwithstanding anything to the contrary in this Agreement, no compensation or
benefits, shall be paid to the Executive during the six-month period following the Executive’s
Separation from Service if the Corporation determines that paying such amounts at the time or
times indicated in this Agreement would be a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the
previous sentence, then on the first day of the seventh month following the date of Separation
from Service (or such earlier date upon which such amount can be paid under Section 409A
without resulting in a prohibited distribution, including as a result of the Executive’s death), the
Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that
would have otherwise been payable to the Executive during such period.
18.3To the extent that any payments or reimbursements provided to the Executive
under this Agreement are deemed to constitute compensation to the Executive to which Treasury
Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the
last day of the calendar year following the calendar year in which the relevant expense or benefit
is incurred. The amount of expenses or benefits eligible for reimbursement, payment or
provision during a calendar year shall not affect the expenses or benefits eligible for
reimbursement, payment or provision in any other calendar year.
19.Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the
Corporation determines, in its good faith judgment, that any transfer or deemed transfer of funds
hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, then such transfer or deemed transfer shall be provided to the Executive as
compensation (and not as a loan) to the Executive (and as such shall be subject to tax
withholding obligations).
20.Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing
contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a)
filing a charge with, reporting possible violations of federal law or regulation to, participating in
any investigation by, communicating directly with, providing information to, receiving financial
awards from or cooperating with the U.S. Securities and Exchange Commission, the Financial
Industry Regulatory Authority, the U.S. Equal Employment Opportunity Commission, the
National Labor Relations Board, the U.S. Occupational Safety and Health Administration, the
U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other
12
federal, state or local government agency (collectively, “Government Agencies”), without
notifying or seeking permission from the Corporation, or making other disclosures that are
protected under the whistleblower provisions of applicable law or regulation; (b) exercising any
rights the Executive may have under Section 7 of the U.S. National Labor Relations Act, such as
the right to engage in concerted activity, including collective action or discussion concerning
wages or working conditions; and/or (c) discussing or disclosing information about unlawful acts
in the workplace, such as harassment or discrimination based on a protected characteristic or any
other conduct that the Executive has reason to believe is unlawful. Pursuant to 18 USC Section
1833(b), (i) the Executive will not be held criminally or civilly liable under any federal or state
trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal,
state or local government official, either directly or indirectly, or to an attorney, and solely for
the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if
the Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of
law, the Executive may disclose a trade secret to the Executive’s attorney and use the trade secret
information in the court proceeding, if the Executive (I) files any document containing the trade
secret under seal, and (II) does not disclose a trade secret, except pursuant to court order.
Further, nothing in this Agreement is intended to or shall preclude any party from providing
truthful testimony in response to a valid subpoena, court order, regulatory request or other
judicial, administrative or legal process or otherwise as required by law. If the Executive is
required to provide testimony, then unless otherwise directed or requested by a Government
Agency or law enforcement, the Executive shall notify the Corporation as soon as reasonably
practicable after receiving any such request of the anticipated testimony.
21.Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.
22.Legal Counsel. Each party recognizes that this is a legally binding contract and
acknowledges and agrees that they have had the opportunity to consult with legal counsel of their
choice. The Executive agrees and acknowledges that the Executive has read and understands this
Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior
to entering into this Agreement and has had ample opportunity to do so. This Agreement has
resulted from negotiations and discussions between the parties, and no one party shall be treated
as drafting this Agreement for purposes of interpreting any provision hereof.
23.Clawback. The compensation payable hereunder may be subject to (a) any clawback or
recoupment policy of the Corporation or Holdings required in order to comply with applicable
law, and (b) any clawback or recoupment policy of the Corporation or Holdings approved by the
Board which applies to the senior executives of the Corporation, including, without limitation,
Holdings’ “Policy for Recovery of Erroneously Awarded Compensation”. The Corporation and
the Executive acknowledge that this Section 23 is not intended to limit any clawback and/or
disgorgement of such compensation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.
13
24.Stock Ownership Guidelines. The Executive shall hold shares and otherwise comply
with the Corporation’s Stock Ownership Guidelines for Executives and Outside Director Policy,
which may be updated from time to time.
[The remainder of this page has intentionally been left blank]
[Signature Page to Employment Agreement]
IN WITNESS WHEREOF, the Corporation, Holdings and the Executive have
executed this Agreement as of the date set forth above.
“CORPORATION”
By: | /s/ Wendy Barnes |
Name: | Wendy Barnes |
Title: | Chief Executive Officer |
“HOLDINGS”
By: | /s/ Wendy Barnes |
Name: | Wendy Barnes |
Title: | Chief Executive Officer |
“EXECUTIVE”
/s/ Christopher McGinnis |
Christopher McGinnis |
Exhibit A
PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
[Attached]
1
GOODRX, INC.
PROPRIETARY INFORMATION AND INVENTION
ASSIGNMENT AGREEMENT
This Agreement is entered into by and between GoodRx, Inc., a Delaware corporation
(the “Company”), and the individual identified in the signature block below as the Employee
(“Employee,” “I” or “me”).
As a condition of my employment with the Company, and in exchange for good and
valuable consideration that includes my employment, access to a portion of the Company’s
Confidential Information (defined below), and such other consideration as may be provided for
in this Agreement or provided to me as consequence of this Agreement, the sufficiency of which
I acknowledge, and subject to any state-specific modification under Addendum A that may
apply to me, I agree as follows:
1. Duty of Loyalty. In reliance upon my promises in this Agreement, I will be placed
or retained in a position of special trust and confidence by the Company where I will be entrusted
with certain trade secrets and other Confidential Information of the Company and will be given
access to and/or involvement in certain key business relationships that the Company has invested
significant time and resources in developing for its benefit. While employed by a Company
entity, I will have a duty of loyalty to the Company that includes the obligation: (a) to devote my
best efforts to my employment duties, (b) to avoid competing with the Company, assisting others
in their efforts to compete with the Company, or otherwise engaging in conduct that creates a
conflict of interest, and (c) to avoid knowingly interfering with key business relationships (such
as customers, employees, and suppliers) for the benefit of any person or entity who is engaged in,
or preparing to engage in a competing business enterprise.
2. At-Will Employment / Advice of Counsel. The parties agree that my employment
with the Company shall be “at-will” employment and may be terminated at any time with or
without cause or notice at the option of either the Company or me. No provision of this
Agreement shall be construed as conferring upon me a right to continue as an employee of the
Company. I acknowledges that I have the right to consult with counsel and I am fully aware of
my rights and obligations under this Agreement.
3. Confidential and Proprietary Information.
3.1 “Confidential Information” refers to any item of information, or compilation of
information, in any form (tangible or intangible), related to the Company’s business and of value
to it that I first gain knowledge of or access to as a consequence of employment with the
Company if the Company has not made it public or authorized public disclosure of it and it is not
readily available through lawful and proper means to the public or others in the industry who
have no obligation to keep it confidential. I understand that Confidential Information can include
both information provided to me as an employee of the Company and information I create or
compile as an employee of the Company.
2
a. Confidential Information shall be presumed to include, but is not limited
to, the following categories of nonpublic information retained by the Company: Company’s
customer and prospective customer lists, pricing variables and criteria (including proposals and
analysis related to same), marketing plans and strategies, research and development data,
business plans and analysis, buying practices, internal business methods, techniques, technical
data, know-how, innovations, computer programs, un-patented inventions, and trade secrets;
personnel information concerning other employees that is entrusted to me in confidence by the
Company as part of my job duties; sources of supply and material, operating and cost data,
financial information, and information contained in manuals or memoranda; the Company’s
plans for the future, including without limitation plans for its products and services, for
geographic and customer markets, and for marketing, promoting and distributing its products and
services; and, information provided to the Company in confidence by third parties that the
Company is obligated to keep confidential by law or through contractual commitments (such as
personal identifying information like social security numbers, or a third-party’s specifications for
a project) (“Third-Party Confidential Information”). Due to its special value and utility as a
compilation, a confidential compilation (like a customer list) will remain protected as
Confidential Information even if some items of information within the list are in the public
domain. Private disclosure of otherwise Confidential Information to parties the Company is
doing business with for business purposes shall not cause the information to lose its protected
status under this Agreement.
b. Confidential Information does not include terms and conditions of
employment except where it is information concerning other employees that has been entrusted
to me as a supervisor or manager or entrusted to me as part of confidential job duties (such as
human resource management, payroll, or benefits administration). Confidential Information does
not include information, technical data, or know-how that (i) is or subsequently becomes
published or available to the public through lawful and proper means as defined under the
Uniform Trade Secrets Act (which excludes through my breach of this Agreement), (ii) is
received by me from a third party not in breach of any obligation of confidentiality, (iii) was in
my possession or was known to me before it was disclosed to me by the Company, as shown by
prior written records, or (iv) is approved for release by the Company through written
authorization.
3.2 Nondisclosure Obligation. I agree that during my employment and for so long
thereafter as the information qualifies as Confidential Information under this Agreement, I will
not engage in any use or disclosure of Confidential Information that is not authorized by the
Company and undertaken for the benefit of the Company.1 This obligation specifically prohibits,
among other things, the use or disclosure of Confidential Information for the benefit of a
competitor or on behalf of any person or entity preparing to compete with the Company, and
includes use or disclosure of information on social media. I will comply with all Company
policies and directives concerning the use, storage, and transfer of Confidential Information.
These obligations do not prohibit my use of generally available knowledge, skill and education
that is not specific to the Company or its business relationships but is instead knowledge generic
to the industry or my profession. Unless prohibited by law from doing so, I will notify the
Company as quickly as possible after being served with a subpoena, order, or other legal
3
mandate requiring the production of Confidential Information so that the Company can take
reasonable steps to protect its interests and will cooperate in same. I will retain no records of
Confidential Information after employment ends without written Company authorization to do
so. However, nothing in this Section 3 shall prohibit Protected Conduct (described in Section 9
below).
3.3 Former Employer Information. I shall not, during my employment with the
Company, improperly use or disclose any proprietary information or trade secrets of any former
or concurrent employer or other person or entity and I shall not bring onto the premises of the
Company, or incorporate or download into the Company’s computer systems, files or database,
any information, data, files, computer code, or programs, belonging to any such employer,
person or entity or other third party unless consented to in writing by such employer, person,
entity or third party, and approved by the Company in writing in advance.
4. Inventions and Other Proprietary Works. I understand that, among other things,
I am employed to use my inventive and creative capacities for the benefit of the Company.
Accordingly, the wages that I receive as an employee of the Company are the agreed upon and
sufficient consideration for my work product and the agreements made by me concerning
Proprietary Works in this Agreement, and my agreement to the terms provided for below:
a. Inventions Retained and Licensed. Attached hereto, as Addendum B, is a
list describing all inventions, original works of authorship, developments, improvements, and
trade secrets which were made by me prior to my employment with the Company (collectively
referred to as “Prior Inventions”), which I claim belong to me, which relate to the Company’s
proposed or actual business, products or research and development, and which I claim should be
excluded from assignment to the Company hereunder; or, if Addendum B is left blank, I hereby
represent that there are no such Prior Inventions. If in the course of my employment with the
Company, I incorporate into a Company product, process or machine a Prior Invention owned by
me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell
such Prior Invention as part of or in connection with such product, process or machine, and any
derivatives thereof.
b. Assignment of Inventions and Other Proprietary Works. I shall, or will
promptly make, full written disclosure to the Company, will hold in trust for the sole right and
benefit of the Company, and do hereby fully and finally assign to the Company, or its designee,
all of my rights, title, and interest (past, present, or future), including, without limitation, any
right of priority, in and to any and all inventions, original works of authorship, developments,
concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not
patentable or registrable under copyright or similar laws, which I may solely or jointly conceive
or develop or reduce to practice, or cause to be conceived or developed or reduced to practice,
during the period of time I am employed by the Company (collectively referred to as
“Proprietary Works”), except as provided in Section
4.e below. I hereby acknowledge that all original works of authorship which are made by me
(solely or jointly with others) within the scope of and during the period of my employment with
4
the Company and which are protectible by copyright are “works made for hire,” as that term is
defined in the United States Copyright Act, and are Proprietary Works that are the property of
the Company from the moment of conception or creation. I hereby understand and agree that the
decision whether or not to commercialize or market any Proprietary Works is within the
Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to
me as a result of the Company’s efforts to commercialize or market any such Proprietary Works.
c. Maintenance of Records. I will keep and maintain adequate and current
written records of all Proprietary Works conceived, created or made by me (solely or jointly with
others) during the term of my employment with the Company. The records will be in the form of
notes, sketches, drawings, and any other format that may be specified by the Company. The
records will be available to and remain the sole property of the Company at all times.
d. Registrations. I will assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Proprietary Works and any
copyrights, patents, mask work rights or other intellectual property rights relating thereto in any
and all countries, including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths, assignments and all
other instruments which the Company shall deem necessary in order to apply for and obtain such
rights and in order to assign and convey to the Company, its successors, assigns, and nominees
the sole and exclusive rights, title and interest in and to such Proprietary Works, and any
copyrights, patents, mask work rights or other intellectual property rights relating thereto.
Employee agrees that it is Employee’s obligation to execute or cause to be executed, when it is in
Employee’s power to do so, any such instrument or papers after the termination of this
Agreement. If the Company is unable because of Employee’s mental or physical incapacity or
for any other reason to secure Employee’s signature to apply for or to pursue any application for
any United States or foreign patents, mask works or copyright registrations covering Proprietary
Works or original works of authorship assigned to the Company as above, then Employee hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as
Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon with the same legal
force and effect as if executed by Employee.
e. Exception to Assignments. The assignment of inventions provided for in
this Agreement will be limited so that it excludes assignment of an invention that is not properly
subject to assignment in an employment agreement under the law where I reside. I acknowledge
notice of the following laws of this nature: Cal. Lab. Code, § 2870; Del. Code Title 19 § 805;
Illinois 765 ILCS 1060/1-3; Kan. Stat. Section 44-130; Minn. Statutes, 13A, Section 181.78;
New Jersey Statutes Title 34. Labor and Workmen’s Compensation 34 § 1B-265; NY Labor Law
§ 203-f; N. Car. General Statutes, Art. 10A, Chapter 66, Commerce and Business, § 66-57.1;
Utah Code § 34-39-1 through 34-39-3; Wash. Rev. Code, Title 49 RCW: Labor Regulations,
Chapter 49.44.140); and that such laws (such as the California law) exclude the assignment of an
invention for which no equipment, supplies, facility, or trade secret information of the employer
was used and which was developed entirely on the employee’s own time, unless (a) the invention
5
relates at the time of conception or reduction to practice of the invention, (i) to the business of
the employer, or (ii) to the employer’s actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by the employee for the
employer. I also acknowledge that additional, state-specific notices regarding this limitation are
provided to me in Addendum A.
5. Company Property. All records related to the Company’s business activities
and business development efforts created in the course of the Company’s business (such as
contact lists, investment opportunity or prospect lists, calendars and notes), whether made by me
or others, and wherever stored (in email, text messages, cell phones, computers or otherwise) are
the property of the Company (“Company Records”). I understand that I am not authorized to use
these Company Records or to access and use the Company’s computers, email, or related
computer systems to pursue competitive business interests. I recognize that accessing Company
computer systems to compete or prepare to compete is unauthorized access and strictly
prohibited. All electronic files and similar items stored on Company owned, issued, or sponsored
devices or accounts are Company property unless otherwise agreed in writing as to a specific
item, and I shall have no expectation of personal privacy with regard to any such stored items. I
will preserve and maintain records of Company customers, prospects, suppliers, and other
business relationships as Company Records, and will not knowingly use these records to harm
the Company’s business interests. Upon termination of employment or earlier if requested, I will
return all such Company Records and any copies (tangible and intangible, electronic files, email,
and otherwise) to the Company. I agree to certify my compliance with the foregoing obligation
under oath to the Company upon request and my failure or refusal to do so will entitle the
Company to an inference that I have violated or intend to violate the confidentiality provisions
set forth in this Agreement. Upon request, I will provide the Company reasonable means to
access and verify that no Company Records and/or Confidential Information have been retained
by me on personal computers, cell phones, email, or cloud storage accounts, or in any other place
that is subject to my control without the Company’s authorization after employment ends.
Nothing herein prohibits me from retaining records provided to me by the Company concerning
my own compensation, benefits, and agreements with the Company.
6. New Employer Notice. I will provide notice of the restrictions in this Agreement
to any prospective employer who makes an offer of employment to me prior to accepting such
offer to ensure the employment offered does not violate this Agreement. I consent to the
Company communicating its opinion regarding the application of this Agreement and its
restrictions to any such prospective employer or other third party and will not assert any claim or
cause of action based on such a communication.
7. Representations and Covenants. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I represent that my
performance of all the terms of this Agreement will not breach any agreement to keep in
confidence proprietary information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and agree not to enter into, any legally
binding agreement or commitment that is in conflict with my obligations under this Agreement
6
or that would prohibit me from performing the duties of the position I am employed to perform
for the Company.
8. Solicitation of Employees. If I am employed in a supervisor or managerial
capacity with the Company, during my employment with the Company and for a period of
twelve (12) months thereafter, I will not solicit employees that I supervise, work with, or gain
Confidential Information about (a “Covered Employee”) to leave the employment of the
Company to go to work for a competing business enterprise. This shall supplement and not
eliminate or reduce my obligations under my duty of loyalty in Section 1 above. Irrespective of
when and where I sign this Agreement or work for the Company, the post-employment
restriction applicable to me under this paragraph will not be enforced against me in California.
9. Protected Conduct.
9.1 Nothing in this Agreement prohibits me from opposing or reporting to the
relevant law- enforcement agency (such as but not limited to the Securities and Exchange
Commission, Department of Labor, National Labor Relations Board, Equal Employment
Opportunities Commission, Occupational Safety and Health Commission or law enforcement) an
event that I reasonably and in good faith believe is a violation of law, obligates me to inform the
Company before or after making such a report, prohibits me from cooperating in an investigation
conducted by such a government agency, limits or affects my right to disclose or discuss criminal
conduct, discrimination, harassment (including but not limited to sexual harassment or sexual
assault) or retaliation, prohibits me from sharing such information with my personal legal
counsel, or prohibits me from providing truthful testimony in a legal, administrative or
arbitration proceeding.
9.2 I acknowledge notice that under the Defend Trade Secrets Act (DTSA) no
individual may be held criminally or civilly liable under Federal or State trade secret law for a
trade secret disclosure that complies with 18 USC §1833(b); such as a disclosure (a) made in
confidence to a Federal, State, or local government official, directly or indirectly, or to an
attorney; and made solely for the purpose of reporting or investigating a suspected violation of
law; or, (b) made in a complaint or other document filed in a lawsuit or other adjudicatory legal
proceeding, if such filing is made under seal. Also, under this law an individual pursuing a legal
claim for retaliation by an employer for reporting a suspected violation of the law may disclose a
trade secret to his/her attorney and use it in documents filed in the adjudicatory proceeding under
seal provided he/she does not engage in disclosure except pursuant to order of the adjudicator.
9.3 If I am employed in a non-management, non-supervisory role then nothing in
this Agreement shall be construed to prohibit me from engaging in conduct that is protected
under Section 7 of the National Labor Relations Act (NLRA) such as the right of employees to
self-organization, to form, join, or assist labor organizations, to strike, picket, or otherwise
engage in other concerted activities for their mutual aid or protection and to solicit fellow
employees to do so, or to refuse to participate in any of these activities. I understand that
protected Section 7 activity may include using or disclosing information acquired through lawful
means regarding the wages, benefits, or other terms and conditions of employment of individuals
employed by the Company for any purpose protected under the NLRA unless the information
7
was entrusted to me in confidence by the Company as part of my job duties (such as duties in
human resources, payroll, or benefits administration).
9.4 The conduct protected under this Section 9 is collectively referred to as
“Protected Conduct.” This Protected Conduct provision shall not be construed to protect, invite,
permit, or limit liability for illegal activity such as breaking and entering, illegal computer access
(hacking) or theft or destruction of Company property.
10. Beneficiaries, Successors, and Assigns. “Affiliate” refers to any legal entity or
organization that is directly, or indirectly through one or more intermediaries, controlling,
controlled by, or under common ownership or control with GoodRx, Inc., or a successor thereof.
This Agreement shall automatically inure the benefit of, and may be enforced by, the Company
and its Affiliates, and their successors, and assigns, who have a protectable interest covered by
the Agreement. If my employment is transferred from the undersigned Company entity to an
Affiliate, the Affiliate will assume the same position and rights as the original employer
Company under this Agreement without the need for any further agreement by me. I agree to the
assignment of this Agreement by Company and all rights and obligations hereunder, including,
but not limited to, an assignment in connection with any merger, sale, transfer, or acquisition
consummated by Company, its parent, or any of their Affiliates, or relating to all or part of their
assets. Without the written consent of the Company, I will not assign or transfer this Agreement
or any right or obligation under this Agreement to any other person or entity. Notwithstanding
the foregoing, the terms of this Agreement will be binding upon my heirs, executors,
administrators, and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.
11. Equitable Relief. Because my services are personal and unique and because of
the need to protect Confidential Information entrusted to me, the Company shall have the right to
pursue enforcement of this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.
12. Notice Clause. Any notice hereby required or permitted to be given shall be
sufficiently given if in writing and delivered in person, by facsimile transmission, electronic
mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class,
certified or registered, postage prepaid, to either party at the address of such party or such other
address as shall have been designated by written notice by such party to the other party. Any
notice or other communication required or permitted to be given under this Agreement will be
deemed given (i) on the day when delivered in person, (ii) on the first business day of or after the
date of confirmation that the facsimile has been successfully transmitted to the facsimile number
for the party notified if sent by facsimile, (iii) on the first business day of or after the date of
receipt by the party notified if sent by electronic mail, or (iv) the third business day after the day
on which such notice was mailed in accordance with this Section.
13. Survival and Severability. This Agreement shall, in accordance with its terms,
remain in effect after, and be unaffected by any change in position, title, duties, compensation, or
other terms and conditions of my employment, or the termination of my employment (where a
8
clause indicates it creates post-employment obligations). The provisions of this Agreement are
severable. The existence of a cause of action by me against Company shall not constitute a
defense to enforcement of my obligations under this Agreement. If a court or agreed upon
arbitrator (“adjudicator”) determines that a covenant herein cannot be enforced as written in
some part (such as time, scope of activity, or geography), the parties agree to the adjudicator’s
enforcement of the restrictions to such lesser extent as would make the obligation reasonable and
enforceable, and/or to the reformation of the restriction to make it enforceable. If, despite the
foregoing, any provision contained in this Agreement is determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein shall remain in full
force and effect as if the offending provision were never contained in the Agreement.
14. Integration. This Agreement represent the entire agreement and understanding
between the parties as to the subject matter herein and supersede all prior or contemporaneous
agreements whether written or oral. No waiver, alteration, or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed by duly authorized
representatives of the parties hereto.
15. Governing Law and Venue. The laws of the state where I primarily reside when
last employed with the Company will control the interpretation and application of this
Agreement (the “Controlling State”) without regard to any conflicts of law principles of any
other state to the contrary; provided, however, that if the Parties have entered into an arbitration
agreement that includes claims arising from this Agreement, then the Federal Arbitration Act,
U.S.C. § 1 et seq. shall control as to all arbitration rights. For purposes of any matter that can be
litigated in a court of law in accordance with any arbitration agreement between the Parties, I
consent to the personal jurisdiction of the courts of proper subject matter jurisdiction located in
the Controlling State, and I waive any objections to the exercise of jurisdiction over me by such
courts (whether based on convenience, cost, location of witnesses or evidence, or otherwise). I
understand that the Controlling State, and thus the controlling law and venue under this
Agreement, will change if I move to a new state. I also understand that Addendum A may
modify terms of this Agreement based on what my Controlling State is at any given point in
time, and that only one state can be the Controlling State at any given point in time.
16. Counterparts and Electronic Signature. This Agreement may be executed in
any number of counterparts, each of which shall be an original, and all of which together shall
constitute on and the same instrument. Counterparts may be executed and delivered via
facsimile, electronic mail, or other electronic means. I may decline the use of an electronic
signature and instead elect to sign a paper copy of this Agreement by hand in ink. I consents to
execution of this Agreement by electronic means such as by selecting (through a click, mark, or
other option) indicating "I Accept" through use of any device, means or action provided, and
agrees that execution of this document by such means is as valid as if I signed the document in
writing.
17. Effective Date. This Agreement shall be considered made on the date signed by
me below which shall be the effective date of this Agreement unless entering into this Agreement
was or is a condition of my initial employment in which case the terms of this Agreement are
9
understood to be operative upon the inception of my employment (whether reduced to writing on
that specific date or not).
[REMINDER OF PAGE LEFT INTENTIONALLY BLANK]
10
IN WITNESS WHEREOF and intending to be legally bound, each of the Parties has
executed this Agreement, in the case of the Company by their duly authorized officers.
EMPLOYEE GOODRX, INC.
/s/ Christopher McGinnis | /s/ Gracye Cheng | |
Signature | Gracye Cheng, General Counsel |
Christopher McGinnis |
Employee's Name Printed |
Date: 2/4/2025 |
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ADDENDUM A
STATE-SPECIFIC MODIFICATIONS
I understand that if my Controlling State is listed below then the Agreement will be modified in
accordance with the paragraph for my Controlling State, and that if my Controlling State is not
listed below then no modification applies to the Agreement for me.
Alabama. If Alabama is the Controlling State, then: The definition of Covered Employee under
Section 8 shall be further limited to include only those employees who are in a position uniquely
essential to the management, organization, or service of the business (such as an employee
involved in management or significant customer sales or servicing).
California. If California is the Controlling State, then: Nothing in this Agreement will require
me to adjudicate outside of California a claim arising in California or be applied so as to deprive
me of the substantive protection of California law with respect to a controversy arising in
California. The post-employment restriction on employee solicitation provided for in Section 8
shall not apply to me. Nothing in the Agreement shall be construed prohibit me from 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. The invention assignment obligation in
the Agreement will not require the assignment of my rights in an invention covered by Cal. Lab.
Code § 2870. I acknowledge notice that Cal. Lab. Code § 2870 provides: “(a) Any provision in
an employment agreement which provides that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer’s equipment,
supplies, facilities, or trade secret information except for those inventions that either: (1) Relate
at the time of conception or reduction to practice of the invention to the employer’s business, or
actual or demonstrably anticipated research or development of the employer; or (2) Result from
any work performed by the employee for the employer.”
Colorado. If Colorado is the Controlling State, then: The Confidential Information restrictions
in this Agreement do not prohibit me from disclosing information that arises from my general
training, knowledge, skill, or experience, whether gained on the job or otherwise, information
that is readily ascertainable to the public, or information that I otherwise have a right to disclose
as legally protected conduct. Nothing in this Agreement limits or prevents me from disclosing
information about workplace health and safety practices or hazards. Nothing in this Agreement
limits my ability to disclose or discuss, either orally or in writing, any alleged discriminatory or
unfair employment practice.
Georgia. If Georgia is the Controlling State, then: The definition of Confidential Information
shall exclude data or information (A) which has been voluntarily disclosed to the public by the
Company, except where such public disclosure has been made by the me without authorization
from the Company; (B) which has been independently developed and disclosed by others; or (C)
which has otherwise entered the public domain through lawful means. Further, the restriction on
employee solicitation provided for in Section 8 will be modified so that it will only apply to
those Covered Employees that reside or work within a 75-mile radius of the Company locations
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or offices that I work out of or report to in the two-year period preceding my last day of
employment with the Company.
Illinois. If Illinois is the Controlling State, then: The invention assignment obligation in the
Agreement will not require the assignment of my rights in an invention for which no equipment,
supplies, facilities, or trade secret information of Company was used and which was developed
entirely on my own time, unless (a) the invention relates (i) to the business of Company, or (ii) to
the Company’s actual or demonstrably anticipated research or development, or (b) the invention
results from any work performed by me for Company.
Indiana. If Indiana is the Controlling State, then: The definition of Covered Employee is
modified to provide that the Covered Employee must also be an employee who is entrusted with
Confidential Information.
Kansas. If Kansas is the Controlling State, then: The invention assignment obligation in the
Agreement will not require the assignment of my rights in an invention for which no equipment,
supplies, facility or trade secret information of Company was used and which was developed
entirely on my own time, unless: (1) the invention relates directly to the business of Company or
to the Company's actual or demonstrably anticipated research or development; or (2) the
invention results from any work performed by me for Company.
Minnesota. If Minnesota is the Controlling State, then: The invention assignment obligation in
the Agreement will not require the assignment of my rights in an invention for which no
equipment, supplies, facility or trade secret information of Company was used and which was
developed entirely on my own time, and (1) which does not relate (a) directly to the business of
Company or (b) to the Company' actual or demonstrably anticipated research or development, or
(2) which does not result from any work performed by me for Company.
Missouri. If Missouri is the Controlling State, then: The restriction on employee solicitation
provided for in Section 8 will be modified so that it will not apply to an employee who provides
only secretarial or clerical services.
Washington. If Washington is the Controlling State or I am a Washington based employee, then:
Nothing in the Agreement prohibits disclosure or discussion of conduct I reasonably believe to
be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or
sexual assault, or that is recognized as against a clear mandate of public policy, or the disclosure
of the existence of a settlement involving any such event or conduct. The invention assignment
obligation in the Agreement will not require the assignment of my rights in an invention for
which no equipment, supplies, facility, or trade secret information of Company was used and
which was developed entirely on my own time, unless (a) the invention relates (i) directly to the
business of Company, or (ii) to the Company' actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by me for Company.
Wisconsin. If Wisconsin is the Controlling State, then: The definition of Covered Employee is
modified to provide that the Covered Employee must also be an employee who is entrusted with
Confidential Information.
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If I reside in a state other than one of the states identified above, I understand that no state-
specific modification will apply to me; provided, however, that it is intent of the Parties that the
Agreement and its restrictions shall only be construed and applied to the extent that such
enforcement would not violate controlling law that governs the Parties’ relationship.
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ADDENDUM B
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
Title | Date | Identifying Number or Brief Description |
No inventions or improvements | |
Additional Sheets Attached |
Signature of Employee: | /s/ Christopher McGinnis |
Date: | 2/4/2025 |