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Exhibit 10.2

GOODRX HOLDINGS, INC. 2020 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

GoodRx Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant

listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock

Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the GoodRx Holdings,

Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit

Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this

Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the

Agreement have the meanings given to them in the Plan.

Participant:	[To be specified]
Grant Date:	[To be specified]
Number of RSUs:	[To be specified]
Vesting Commencement Date:	[To be specified]
Vesting Schedule:	[To be specified]

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be

bound by the terms of this Grant Notice, the Plan and the Agreement.  Participant has reviewed the Plan,

this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of

counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant

Notice and the Agreement.  Participant hereby agrees to accept as binding, conclusive and final all

decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant

Notice or the Agreement.

GOODRX HOLDINGS, INC.			PARTICIPANT
By:
Name:			[Participant Name]
Title:

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Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this

“Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in

the Plan.

ARTICLE I.

GENERAL

1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the

Grant Date set forth in the Grant Notice (the “Grant Date”).  Each RSU represents the right to receive one

Share as set forth in this Agreement.  Participant will have no right to the distribution of any Shares until

the time (if ever) the RSUs have vested.

1.2Incorporation of Terms of Plan.  The RSUs are subject to the terms and conditions set

forth in this Agreement and the Plan, which is incorporated herein by reference.  In the event of any

inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3Unsecured Promise.  The RSUs will at all times prior to settlement represent an

unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Forfeiture.  The RSUs will vest according to the vesting schedule in the Grant

Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will

vest only when a whole RSU has accumulated.  In the event of Participant’s Termination of Service for

any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as

otherwise determined by the Administrator or provided in a binding written agreement between

Participant and the Company. 

2.2Settlement.

(a)The RSUs will be paid in Shares as soon as administratively practicable after the

vesting of the applicable RSU, but in no event later than March 15 of the year following the year in which

the RSU’s vesting date occurs.

(b)Notwithstanding the foregoing, the Company may delay any payment under this

Agreement that the Company reasonably determines would violate Applicable Law until the earliest date

the Company reasonably determines the making of the payment will not cause such a violation (in

accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably

believes the delay will not result in the imposition of excise taxes under Section 409A.

ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.1Representation.  Participant represents to the Company that Participant has reviewed with

Participant’s own tax advisors the tax consequences of this award of RSUs (the “Award”) and the

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transactions contemplated by the Grant Notice and this Agreement.  Participant is relying solely on such

advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(a)Subject to Section 3.2(b), payment of the withholding tax obligations with

respect to the Award shall be by any of the following, or a combination thereof, as determined by

Company in its sole discretion:

(i)Cash or check;

(ii)In whole or in part by delivery of Shares, including Shares delivered by

attestation and Shares retained from the Award creating the tax obligation, valued at their fair market

value on the date of delivery;

(iii)Subject to Section 10.17 of the Plan, delivery (including electronically or

telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking

by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the

applicable tax withholding obligations.

(b)Unless the Company otherwise determines, the Company shall withhold, or cause

to be withheld, Shares otherwise vesting or issuable under this Award in satisfaction of any applicable

withholding tax obligations.  In addition, in the event Participant is an officer for purposes of Section

16(b) of the Exchange Act when the RSUs are paid, then the Company shall withhold, or cause to be

withheld, Shares otherwise vesting or issuable under this Award in satisfaction of any applicable

withholding tax obligations. The number of Shares which may be so withheld or surrendered shall be

limited to the number of Shares which have a fair market value on the date of withholding no greater than

the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in

Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax

purposes that are applicable to such taxable income.

(c)Participant acknowledges that Participant is ultimately liable and responsible for

all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary

takes with respect to any tax withholding obligations that arise in connection with the RSUs.  Neither the

Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax

withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of

Shares.  The Company and its Subsidiaries do not commit and are under no obligation to structure the

RSUs to reduce or eliminate Participant’s tax liability.

ARTICLE IV.

RESTRICTIVE COVENANTS

The following Article IV applies only to a Participant who is an Employee of GoodRx, Inc. and

any parents, subsidiaries, and Affiliates and not to directors or other persons who are not employed by

such entity. In consideration of Participant’s continued employment and other good and valuable

consideration, including the equity being offered herein, which Participant acknowledges to be good and

valuable consideration, the Company and Participant agree as follows:

4.1Definitions:

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(a) Confidential Information is defined as set forth in Participant’s Proprietary

Information & Invention Assignment Agreement.

(b) Customer Information includes, but is not limited to, names, phone numbers,

addresses, email addresses, order history, order preferences, chain of command, pricing

information, and other information identifying facts and circumstances specific to the customer.

(c) Restricted Period means Participant’s employment with the Company through one (1)

year immediately following the termination of Participant’s employment, regardless of the reason

for the termination, whether voluntary or involuntary.

(d) Restricted Territory means any US state in which the Company is located or did

business during the one-year prior to the end of Participant’s employment, or in which Participant

performed substantial services or had substantial responsibility while employed by the Company.

4.2 Legitimate Business Interests. Participant understands and acknowledges that: (i) the

nature of Participant’s position gives Participant access to and knowledge of Confidential Information and

places Participant in a position of trust and confidence with the Company; (ii) Participant will obtain

knowledge and skill relevant to the Company industry, methods of doing business, and marketing

strategies by virtue of Participant’s employment; (iii)  the intellectual services Participant provides to the

Company are unique, special, or extraordinary; and (iv) the Company’s ability to reserve these for the

exclusive knowledge and use of the Company is of great competitive importance and commercial value to

the Company, and that improper use or disclosure by the Participant is likely to result in unfair or

unlawful competitive activity.

4.3Non-Competition Agreement.

(a)Restrictions. During the Restricted Period and in

the Restricted Territory, and subject to the limitations in subsection (b)

below, Participant agrees not to (1) contribute their knowledge, directly

or indirectly, or provide services to an entity in competition with the

Company, including without limitation any entity engaged in the

business of providing or promoting medication affordability solutions

(including solutions provided by pharmaceutical manufacturers),

prescription discount cards, and telehealth services, or any business in

which the Company has taken material steps towards engaging; (2)

provide services to a competitor that may require or inevitably require

the use or disclosure of trade secrets, proprietary information, or other

Confidential Information, as defined in Participant’s Proprietary

Information and Invention Assignment Agreement (“PIIA”); or (3)

represent a customer, business partner, vendor, or supplier of the

Company on behalf of a that entity’s relationship with the Company.

(b)Limitations on Non-Competition Agreement.

The post-employment non-competition restriction in this section will not

be enforced against any Participant in California, Minnesota, North

Dakota, or Oklahoma, or in any other location where prohibited by law;

it also shall not be enforced against any non-exempt Employee or against

any exempt Employee earning less than $100,000 total compensation per

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year. It shall also only be enforced  to the extent permissible under the

ABA Model Rules of Professional Conduct’s provisions pertaining to the

right to practice law and/or any applicable state counterpart. [See “State-

Specific Modifications” section below for additional restrictions.]

Further, nothing shall prohibit Participant from purchasing or owning

less than five percent (5%) of the publicly traded securities of any

corporation, provided that such ownership represents a passive

investment and that Participant is not a controlling person of, or a

member of a group that controls, such corporation. This paragraph also

does not, in any way, restrict or impede Participant from exercising

protected rights to the extent that such rights cannot be waived by

agreement or from complying with any applicable law or regulation or a

valid order of a court of competent jurisdiction or an authorized

government agency, provided that such compliance does not exceed that

required by the law, regulation, or order.

4.4 Non-Solicitation of Employees. Participant acknowledges that the Company has

expended significant time and expense in recruiting and training its employees and that the loss of

employees would cause significant and irreparable harm to the Company. If Participant is employed in a

supervisory or managerial capacity with the Company, during the Restricted Period, they may not solicit,

directly or indirectly, or on behalf of another person, any employees that they supervise, work with, or

gain Confidential Information about (“Covered Employee”) to leave the employment of the Company or

to accept employment or engagement as a contractor with any business enterprise with whom Participant

is associated. For purposes of this provision, “solicit” includes any communication intended to influence

or encourage another employee to leave the Company, including without limitation via referral,

recommendation, or any job-related or social media platform, such as LinkedIn. The post-employment

restriction in this section will not be enforced against any Participant in California or in any other location

where prohibited by law. [See “State-Specific Modifications” section below for additional restrictions.]

4.3Non-Solicitation of Customers. Participant acknowledges that they have had and will

continue to have access to the Company’s Customer Information and that: (i) the Company’s customer

relationships are of great competitive value; (ii) the Company has invested substantial resources in

developing and preserving its customer relationships and goodwill; and (iii) the loss of any such customer

relationship or goodwill will cause significant and irreparable harm to the Company. Accordingly,

Participant agrees, during the Restricted Period, not to directly or indirectly solicit, contact, or attempt to

solicit or contact, including, but not limited to, via email, telephone, or social media, including but not

limited to LinkedIn, or meet with the Company’s current, former, or prospective customers for purposes

of offering or accepting goods or services similar to or competitive with those offered by the Company.

This restriction shall only apply to: (a) Customers or prospective customers the Participant solicited or

worked with during the last 24 months of their employment; or (b) Customers about whom Participant has

trade secret or confidential information.

4.4 Reasonableness of Covenants. Participant agrees that: (a) the restrictive covenants and

other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the

legitimate business interests of the Company; (b) Participant will be reasonably able to earn a living

without violating the terms of the restrictive covenants and will not be subject to undue hardship by fully

complying with these restrictive covenants; and (c) Participant has been given five (5) business days to

review and consider this Agreement before signing and has been advised of the right to consult with

counsel.

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4.5Remedies. In the event of a breach or threatened breach by Participant of any of the

restrictive covenants herein, Participant agrees that money damages would not afford an adequate remedy

and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable

relief from any court of competent jurisdiction, without the necessity of showing any actual damages.

Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other

available relief. If Participant violates any of the terms of the restrictive covenant obligations, the

covenant at issue will begin to run from the first date on which the Participant ceases to be in violation of

the obligation, for which the Restricted Period shall automatically be extended by the period the

Participant was in violation.

4.6Governing Law and Venue. The laws of the state where Participant primarily resided

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, Participant consents to the personal jurisdiction of the

courts of proper subject matter jurisdiction located in the Controlling State, and waives any objections to

the exercise of jurisdiction over them by such courts (whether based on convenience, cost, location of

witnesses or evidence, or otherwise). Participant understands that the Controlling State, and thus the

controlling law and venue under this Agreement, will change if they move to a new state.

4.7Attorneys’ Fees. If Participant breaches any of the terms of the restrictive covenant

obligations, to the extent authorized by state law, Participant will be responsible for payment of all

reasonable attorneys’ fees and costs the Company incurred in the course of enforcing the terms of the

covenant, including demonstrating the existence of a breach and any other contract enforcement efforts.

4.8Notice. If and when Participant’s employment with Company terminates, whether

voluntarily or involuntarily, Participant agrees to provide to any subsequent employer a copy of this

agreement. In addition, Participant authorizes the Company to provide a copy of this agreement to third

parties, including but not limited to, Participant’s subsequent, anticipated, or possible future employer.

4.9Assignability. “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. The Restrictive Covenants herein 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. If Participant’s 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 Participant.

Participant agrees to the assignment of the Restrictive Covenants 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, Participant will not assign or transfer

this Agreement or any right or obligation under this Agreement to any other person or entity.

4.10State-Specific Modifications. If Participant’s Controlling State is listed below then the

Restrictive Covenants in this section will be modified in accordance with the paragraph for Participant’s

Controlling State, provided, however, that it is intent of the Parties that the Restrictive Covenants shall

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only be construed and applied to the extent that such enforcement would not violate controlling law that

governs the Parties’ relationship.

Alabama. The definition of Covered Employee shall only apply to Employees in a position

uniquely essential to the management, organization, or service of the business.

California. The post-employment non-competition and employee non-solicitation restrictions

herein shall not apply to Participant. Nothing in this Agreement will require Participant to adjudicate

outside of California a claim arising in California or be applied so as to deprive Participant of the

substantive protection of California law with respect to a controversy arising in California.

Colorado. The non-competition provision will only be applicable to exempt Employees earning

at least $127,091 or who is considered otherwise “highly compensated” pursuant to applicable law.  The

customer non-solicitation provision will only be enforced against exempt Employees earning at least

$77,000 or who otherwise meet the compensation threshold under applicable law. The non-competition

provision of this agreement will become effective 14 days after signed by the Participant.

District of Columbia. The non-competition provisions applies to highly compensated Employees

only, as defined by the Ban on Non-Compete Agreements Amendment Act of 2020, who spend or are

expected to spend at least 50% of their work time in D.C. or work for a D.C. employer and spend

substantial time in D.C. but do not spend more than 50% of their time in another jurisdiction. Participant

has been advised of the following: “The District of Columbia Ban on Non-Compete Agreements

Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-

compete agreements from ‘highly compensated employees’ under certain conditions. For more

information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of

Columbia Department of Employment Services (DOES).” Participant’s agreement to the non-competition

provision will become effective fourteen (14) days after Participant signs this agreement.

Georgia. The employee non-solicitation restriction will only apply to those Covered Employees

that reside or work within a 75-mile radius of the Company locations or offices that Participant works out

of or report to in the two-year period preceding Participant’s last day of employment with the Company.

Idaho. The non-competition restrictions apply onto to “key employees” as defined under Idaho

Code 44-2702(1), meaning employees “who, by reason of the employer's investment of time, money,

trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business

processes and methods of operation, customers, vendors or other business relationships during the course

of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame,

reputation or public persona as a representative or spokesperson of the employer and, as a result, have the

ability to harm or threaten an employer's legitimate business interests.”

Illinois. The employee non-solicitation provision does not apply to any Participant who earns less

than $52,500 per year. Participant has been advised of their right to consult an attorney regarding the

Restrictive Covenants section of this agreement. Participant’s agreement to the non-competition provision

will become effective fourteen (14) days after Participant signs this agreement.

Indiana. The definition of Covered Employee is modified to provide that the Covered Employee

must also be an Employee who is entrusted with Confidential Information.

Maine. The non-competition provision herein will only be enforceable if necessary to protect a

legitimate business interest, defined as a trade secret, Confidential Information, or good will. Further, it

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will not take effect until after one year of the Participant’s employment or a period of 6 months from the

date this agreement was signed, whichever is later.

Massachusetts. Participant’s agreement to the non-competition provision will become effective

ten (10) days after Participant signs this agreement, and it shall not be enforced against Participants

terminated without cause or laid off. Participant has been advised of their right to consult an attorney

before signing this agreement.

Missouri. The restriction on employee solicitation will not apply to an Employee who provides

only secretarial or clerical services.

Oregon. The non-competition provision will only be enforced against exempt Employees earning

more than $116,427 or such compensation threshold required by Or. Rev. Stat. § 653.295(1), and only if

this Agreement is provided to Participant in connection with a written employment offer or a promotion.

Washington State. The non-competition provision shall only be enforced against exempt

Employees earning at least $123,000 or such compensation threshold required by applicable law, and it

shall not be enforced against Employees terminated due to a layoff. The customer non-solicitation

provision shall only be enforced as applied to current customers.

Wisconsin. The definition of Covered Employee is modified to provide that the Covered

Employee must also be an Employee who is entrusted with Confidential Information.

ARTICLE V.

OTHER PROVISIONS

5.1Adjustments.  Participant acknowledges that the RSUs and the Shares subject to the

RSUs  are subject to adjustment, modification and termination in certain events as provided in this

Agreement and the Plan.

5.2Clawback.  The Award and the Shares issuable hereunder shall be subject to any

clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the

Company following the Grant Date, including the Dodd-Frank Wall Street Reform and Consumer

Protection Act and any rules or regulations promulgated thereunder.   

5.3Notices.  Any notice to be given under the terms of this Agreement to the Company must

be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s

principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given

under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if

Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address,

email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this

Section, either party may designate a different address for notices to be given to that party.  Any notice

will be deemed duly given when actually received, when sent by email, when sent by certified mail

(return receipt requested) and deposited with postage prepaid in a post office or branch post office

regularly maintained by the United States Postal Service, when delivered by a nationally recognized

express shipping company or upon receipt of a facsimile transmission confirmation.

5.4Titles.  Titles are provided herein for convenience only and are not to serve as a basis for

interpretation or construction of this Agreement.

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5.5Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant Notice

and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the

extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

5.6Successors and Assigns.  The Company may assign any of its rights under this

Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors

and assigns of the Company.  Subject to the restrictions on transfer set forth in this Agreement or the

Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal

representatives, successors and assigns of the parties hereto.

5.7Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of

the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant

Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any

applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule

16b-3) that are requirements for the application of such exemptive rule.  To the extent Applicable Laws

permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive

rule.

5.8Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any exhibit

hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings

and agreements of the Company and Participant with respect to the subject matter hereof.

5.9Agreement Severable.  In the event that any provision of the Grant Notice or this

Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity

of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice

or this Agreement.

5.10Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests

other than as herein provided.  This Agreement creates only a contractual obligation on the part of the

Company as to amounts payable and may not be construed as creating a trust.  Neither the Plan nor any

underlying program, in and of itself, has any assets. Participant will have only the rights of a general

unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with

respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general

unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

5.11Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement

confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary

or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are

hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason

whatsoever, with or without cause, except to the extent expressly provided otherwise in a written

agreement between the Company or a Subsidiary and Participant.

5.12Counterparts.  The Grant Notice may be executed in one or more counterparts, including

by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original

and all of which together will constitute one instrument.

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