EX 10.2 - GoodRx - Early Exercise Option Agreement (2020 Incentive Award Plan) (Wendy Barnes)

Exhibit 10.2

GOODRX HOLDINGS, INC.

2020 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

(EARLY EXERCISE)

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

listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice

(the “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 Stock Option 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:	Wendy Barnes
Grant Date:	March 3, 2025
Exercise Price per Share:	$4.85000 (the “Exercise Price”)
Shares Subject to the Option:	2,828,232
Final Expiration Date:	March 3, 2035
Exercise Schedule	Early Exercise Permitted
First Vesting Date:	January 15, 2026
Type of Option	Non-Qualified Stock Option
Vesting Schedule:	The Option shall vest (i) with respect to 25% of the Shares subject to the Option on the First Vesting Date, and (ii) with respect to 1/16 of the Shares subject to the Option on each quarterly anniversary of the First Vesting Date thereafter, subject to Participant’s continued employment through the applicable vesting date. Notwithstanding the foregoing, this Option may be exercised in whole or in part at any time prior to its termination, whether or not then-vested, subject to such limitations on exercise timing as the Administrator may impose for administrative convenience in its sole discretion. If and to the extent that this Option is early exercised with respect to any Shares prior to the date on which this Option has vested with respect to such Shares, then (A) the Shares delivered with respect to such early exercise shall be unvested Shares of Restricted Stock (“Restricted Shares”); (B) such exercise of the Option (or portion thereof) shall be subject to and conditioned upon Participant entering into a Restricted Stock Agreement (in the form attached hereto as Exhibit B (the “Restricted Stock Agreement”)) with respect to any such Restricted Shares; and (C) such Restricted Shares shall vest on the same schedule and pursuant to the same terms and conditions as would have applied to the underlying Option had it remained outstanding (with any such Restricted Shares vesting first in time before any remaining unexercised component of the Option), and shall be subject to a repurchase right in favor of the Company at the same times and upon the same events as the underlying Option is subject to forfeiture.

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

bound by the terms of this Grant Notice, the Plan, the Agreement and, if applicable, the Restricted Stock

Agreement. Participant has reviewed the Plan, this Grant Notice, the Restricted Stock Agreement 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, the Restricted Stock

Agreement 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, the Restricted Stock Agreement or the Agreement.


GOODRX HOLDINGS, INC.			PARTICIPANT
By:	/s/ Christopher McGinnis	By:	/s/ Wendy Barnes
Name:	Christopher McGinnis	Name:	Wendy Barnes
Title:	Chief Financial Officer & Treasurer

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Exhibit A

STOCK OPTION AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the

Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.1Grant of Option. The Company has granted to Participant the Option effective as of the

grant date set forth in the Grant Notice (the “Grant Date”).

1.2Incorporation of Terms of Plan and Restricted Stock Agreement. The Option is subject

to the terms and conditions set forth in this Agreement, as well as the Plan and, if applicable, the

Restricted Stock Agreement, which are incorporated herein by reference. In the event of any

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

ARTICLE II.

VESTING; PERIOD OF EXERCISABILITY; FORFEITURE

2.1Commencement of Vesting. The Option will vest according to the vesting schedule in

the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option

would be vested will be accumulated and will vest only when a whole Share has accumulated.

Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the

Administrator otherwise determines, the Option will immediately expire and be forfeited as to any portion

that is not vested as of Participant’s Termination of Service for any reason (after taking into consideration

any accelerated vesting and exercisability which may occur in connection with such Termination of

Service, if any).

2.2Duration of Exercisability. The Option is and will remain exercisable until the Option

expires, as set out in the Grant Notice, subject to the applicable provisions of the Plan and this

Agreement. The Option will be forfeited immediately upon its expiration. As a condition to early

exercising the Option for Restricted Shares, Participant shall execute the Restricted Stock Purchase

Agreement with respect to such Restricted Shares.

2.3Expiration of Option. The Option may not be exercised to any extent by anyone after,

and will expire on, the first of the following to occur:

(a)The final expiration date in the Grant Notice; provided, however, such final

expiration date may be extended pursuant to Section 5.3 of the Plan;

(b)Except as the Administrator may otherwise approve, the expiration of three

months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service

is for Cause or by reason of Participant’s death or Disability;

(c)Except as the Administrator may otherwise approve, the expiration of one year

from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

(d)Except as the Administrator may otherwise approve, Participant’s Termination of

Service for Cause.

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ARTICLE III.

EXERCISE OF OPTION

3.1Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise

the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the

Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

3.2Partial Exercise. Any exercisable portion of the Option or the entire Option, if then

wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any

time prior to the time the Option or portion thereof expires, except that the Option may only be exercised

for whole Shares.

3.3Tax Withholding; Exercise Price.

(a)Subject to Section 3.3(b), payment of the exercise price and withholding tax

obligations with respect to the Option shall be by any of the following, or a combination thereof, as

determined by Participant 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 Option 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) by Participant to the Company of a copy of

irrevocable and unconditional instructions to a broker acceptable to the Company that Participant has

placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the

Option, and that the broker has been directed to deliver promptly to the Company funds sufficient to

satisfy the applicable exercise price and/or tax withholding obligations; provided, that payment of such

proceeds is then made to the Company at such time as may be required by the Administrator.

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

be withheld, Shares otherwise vesting or issuable under this Option in satisfaction of any exercise price

and/or applicable withholding tax obligations. With respect to tax withholding 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

the exercise price and all taxes owed in connection with the Option (and, with respect to taxes, regardless

of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that

arise in connection with the Option). 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

exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not

commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax

liability.

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ARTICLE IV.

OTHER PROVISIONS

4.1Adjustments. Participant acknowledges that the Option is subject to adjustment,

modification and termination in certain events as provided in this Agreement and the Plan.

4.2Clawback. Notwithstanding Section 10.13 of the Plan, the Option 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 Company’s

Policy for Recovery of Erroneously Awarded Compensation. The Company and Participant acknowledge

that neither this Section 4.2 nor Section 10.13 of the Plan are intended to limit any clawback and/or

disgorgement of the Option and/or the Shares issuable hereunder pursuant to Section 304 of the Sarbanes-

Oxley Act of 2002.

4.3Notices. 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.

4.4Titles. Titles are provided herein for convenience only and are not to serve as a basis for

interpretation or construction of this Agreement.

4.5Conformity 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.

4.6Successors and Assigns. The Company may assign any of its rights under this

Agreement to 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.

4.7Limitations 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 Option 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.

4.8Entire Agreement; Amendment. 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

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hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or

otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the

Board; provided, however, that except as may otherwise be provided by the Plan, no amendment,

modification, suspension or termination of this Agreement shall materially and adversely affect the

Option without the prior written consent of Participant.

4.9Agreement 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.

4.10Limitation 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 Option, and rights no greater than the right to receive the Shares as a general unsecured

creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.11Not 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.

4.12Counterparts. 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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Exhibit B

GOODRX HOLDINGS, INC.

2020 INCENTIVE AWARD PLAN

RESTRICTED STOCK AGREEMENT

(EARLY EXERCISE)

Capitalized terms not specifically defined in this Agreement have the meanings specified in the

Plan or Option Agreement (as defined below), as applicable.

ARTICLE I.

GENERAL

1.1Issuance of Restricted Shares.

(a)Pursuant to the early exercise of the Option granted to Participant under the Plan

and pursuant to the Stock Option Agreement, dated March 3, 2025, by and between the Company and

Participant (the “Option Agreement”) with respect to such Option, which Option Agreement is hereby

incorporated by reference, Participant has elected to purchase [ ò ] of those Shares which have not

become vested in accordance with the vesting schedule set forth in the Option Agreement and which

constitute Restricted Shares.

(b)As required by the Option Agreement, as a condition to Participant’s election to

early exercise the Option, Participant must enter into this Agreement, which sets forth the rights and

obligations of the parties with respect to Restricted Shares acquired upon early exercise of the Option.

(c)The Company has issued the Restricted Shares to Participant effective as of [ ò ]

(the “Issuance Date” and, such award of Restricted Shares, the “Award”) and will cause (a) a stock

certificate or certificates representing the Restricted Shares to be registered in Participant’s name or (b)

the Restricted Shares to be held in book-entry form. If a stock certificate is issued, the certificate will be

delivered to, and held in accordance with this Agreement and the Plan by, the Company or its authorized

representatives and will bear the restrictive legends required by this Agreement. If the Restricted Shares

are held in book-entry form, then the book-entry will indicate that the Restricted Shares are subject to the

restrictions of this Agreement.

1.2Incorporation of Terms of Plan. The Restricted Shares are subject to the terms and

conditions set forth in this Agreement, as well as the Option Agreement and the Plan, which are

incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement,

the terms of the Plan will control.

ARTICLE II.

VESTING, REPURCHASE RIGHT; ESCROW

2.1Vesting. The Restricted Shares will become vested Shares (the “Vested Shares”)

according to the vesting schedule in the Option Agreement, except that any fraction of a Share that would

otherwise become a Vested Share will be accumulated and will become a Vested Share only when a

whole Vested Share has accumulated.

2.2Repurchase Right.

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(a)General. Subject to the terms and conditions of this Agreement and the Plan, in

the event that any of the Restricted Shares have not become Vested Shares before the date on which

Participant’s status as a Service Provider terminates for any reason (after taking into consideration any

accelerated vesting which may occur in connection with such Termination of Service, if any), the

Company shall, upon the date of Participant’s Termination of Service (as determined by the Company,

the “Termination Date”), have an irrevocable, exclusive right (but not the obligation), for a period of 12

months following the Termination Date (the “Repurchase Period”), to repurchase all or any portion of

the then-Restricted Shares (the “Repurchase Right”) at a purchase price per Share equal to the lesser of

(i) the Fair Market Value of such Restricted Shares as of the applicable repurchase date or (ii) the

Exercise Price paid by Participant for such Restricted Shares in connection with the exercise of the

Option, as may be adjusted for stock splits, stock dividends, reclassifications and the like that occur after

the Issuance Date (in either case, the “Repurchase Price”). Notwithstanding the foregoing, if the

Company is unable to repurchase any Restricted Shares during the applicable Repurchase Period due to

restrictions under Applicable Law and/or under any loan agreement, credit facility or similar instrument,

the Repurchase Period shall be tolled for so long as such prohibition remains applicable, and shall be

extended accordingly thereafter (and, for clarity, references to the Repurchase Period shall take into

account any extensions that occur pursuant to this sentence).

(b)Method of Exercise. The Repurchase Right shall be exercisable by the Company

by written notice to Participant and, at the Company’s option, (i) by delivery to Participant with such

notice of cash or a check in the amount of the Repurchase Price for the Shares being repurchased, (ii) by

delivery to Participant of the Repurchase Price for the Shares being repurchased by wire transfer of

immediately available funds, or (iii) by a combination of (i) and (ii) so that the combined payment(s)

equals the Repurchase Price times the number of Shares to be repurchased, rounded up to the nearest

whole cent (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the

Aggregate Repurchase Price in any manner described above, the Company shall become the legal and

beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto,

and the Company shall have the right to retain and transfer to its own name the number of Shares being

repurchased by the Company. The Repurchase Right set forth in this Section 2.2 may be assigned by the

Company in whole or in part in its sole discretion.

(c)Termination of Repurchase Right. If the Company does not elect to exercise the

Repurchase Right by giving the requisite notice during the applicable Repurchase Period, the Repurchase

Right shall terminate.

(d)Release from Repurchase Right. One hundred percent (100%) of the Restricted

Shares shall initially be subject to the Repurchase Right. The Restricted Shares shall be released from the

Repurchase Right in accordance with the Vesting Schedule set forth in the Option Agreement until all

Restricted Shares are released from the Repurchase Right (with such schedule applying to vest all

Restricted Shares ahead of any remaining unvested portion of the Option).

2.3Escrow.

(a)Restricted Shares will be held by the Company or its authorized representatives

until (i) they are repurchased pursuant to Section 2.2, (ii) they become Vested Shares or (iii) this

Agreement is no longer in effect. By accepting this Award, Participant appoints the Company and its

authorized representatives as Participant’s attorney(s)-in-fact to take all actions necessary to effect any

transfer of Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement

and to execute such representations or other documents or assurances as the Company or such

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representatives deem necessary or advisable in connection with any such transfer. The Company, or its

authorized representative, will not be liable for any good faith act or omission with respect to the holding

in escrow or transfer of the Restricted Shares.

(b)As soon as reasonably practicable following the date on which a Restricted Share

becomes a Vested Share (as applicable), the Company will cause the certificate (or a new certificate

without the legend required by this Agreement, if Participant so requests) representing the Share to be

delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the

Share is subject to the restrictions of this Agreement to be removed.

2.4Rights as Stockholder. Except as otherwise provided in this Agreement or the Plan, upon

issuance of the Restricted Shares by the Company, Participant will have all other rights of a stockholder

with respect to the Restricted Shares. Notwithstanding the generality of the foregoing or anything in the

Plan to the contrary, no Restricted Share shall be entitled to dividends paid with respect to any Shares of

underlying the Award, as applicable, prior to the date on which such Restricted Share becomes a Vested

Share.

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 and the transactions contemplated by

the Option Agreement 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.

3.2Section 83(b) Election. If Participant makes an election under Section 83(b) of the Code

to be taxed with respect to the Restricted Shares as of the date of transfer of the Restricted Shares rather

than as of the date or dates upon which Participant would otherwise be taxable under Section 83(a) of the

Code, Participant hereby agrees to deliver a copy of such election to the Company promptly after filing

such election with the Internal Revenue Service.

3.3Tax Withholding.

(a)Subject to Section 3.3(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

Participant 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) by Participant to the Company of a copy of

irrevocable and unconditional instructions to a broker acceptable to the Company that Participant has

placed a market sell order with such broker with respect to Shares then-issuable upon settlement of the

Award, and that the broker has been directed to deliver promptly to the Company funds sufficient to

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satisfy the applicable tax withholding obligations; provided, that payment of such proceeds is then made

to the Company at such time as may be required by the Administrator.

(b)Unless Participant 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. With respect to tax withholding 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 Award (and, with respect to taxes, regardless of any action the

Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection

with the Award). Neither the Company nor any Subsidiary makes any representation or undertaking

regarding the treatment of any tax withholding in connection with the awarding, vesting of the Award or

the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no

obligation to structure the Award to reduce or eliminate Participant’s tax liability.

ARTICLE IV.

RESTRICTIVE LEGENDS AND TRANSFERABILITY

4.1Legends. Any certificate representing a Restricted Share will bear the following legend

until the Restricted Share becomes a Vested Share:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE

SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE

COMPANY AND MAY BE TRANSFERRED ONLY IN

ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK

AGREEMENT BETWEEN THE COMPANY AND THE

STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE

SECRETARY OF THE COMPANY.

4.2Transferability. The Restricted Shares are subject to the restrictions on transfer in the

Plan. Any attempted transfer or disposition of Restricted Shares prior to the time the Restricted Shares

become Vested Shares will be null and void. The Company will not be required to (a) transfer on its

books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or

(b) treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or

other transferee to whom such Restricted Share has been so transferred. The Company may issue

appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the

same effect in its records.

ARTICLE V.

OTHER PROVISIONS

5.1Adjustments. Participant acknowledges that the Award is subject to adjustment,

modification and termination in certain events as provided in this Agreement and the Plan.

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5.2Clawback. Notwithstanding Section 10.13 of the Plan, the Award and the Shares subject

thereto shall be subject to any clawback or recoupment policy in effect on the Issuance Date or as may be

adopted or maintained by the Company following the Issuance Date, including the Company’s Policy for

Recovery of Erroneously Awarded Compensation. The Company and Participant acknowledge that

neither this Section 4.2 nor Section 10.13 of the Plan are intended to limit any clawback and/or

disgorgement of the Award and/or the Shares issuable hereunder pursuant to Section 304 of the Sarbanes-

Oxley Act of 2002.

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