Form 8-K - Current report

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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

________________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________

Delaware	001-39549	47-5104396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2701 Olympic Boulevard
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

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		GDRX		The Nasdaq Stock Market LLC

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		Employment Agreement, by and between GoodRx Holdings, Inc., GoodRx, Inc. and Christopher A. McGinnis, dated February 4, 2025
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.

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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

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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

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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.

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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

11

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

12

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.

13

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.

14

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

Document And Entity Information	Feb. 04, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 04, 2025
Entity Registrant Name	GoodRx Holdings, Inc.
Entity Emerging Growth Company	false
Entity File Number	001-39549
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-5104396
City Area Code	855
Local Phone Number	268-2822
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	GDRX
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001809519
Entity Address, Address Line One	2701 Olympic Boulevard
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404

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