Exhibit 10.1
GOODRXHOLDINGS,INC.
NON-EMPLOYEEDIRECTORCOMPENSATIONPROGRAM
Third AmendedandRestatedeffectiveasofMay 27, 2026
Eligible Directors (as defined below) on the board of directors (the “Board”) of GoodRx
Holdings,Inc.(the“Company”)shallbeeligibletoreceivecashandequitycompensationassetforthin
this Non- Employee Director Compensation Program (this “Program”). The cash and equity
compensationdescribedinthisProgramshallbepaidorbemade,asapplicable,automaticallyassetforth
hereinandwithoutfurther action of the Board, to eachmember of the Board who is not an employee of
the Company or any of its parents, affiliates or subsidiaries and who is determined by the Board to be
eligibletoreceivecompensationunderthisProgram(each,an“EligibleDirector”),whomaybeeligible
to receive such cash or equity compensation, unless such Eligible Director declines the receipt of such
cash or equity compensation by written notice to the Company.
This Program, as amended, shall become effective as of the date first set forth above (the
“EffectiveDate”)andshallremainineffectuntilitisrevisedorrescindedbyfurtheractionoftheBoard.
ThisProgrammaybeamended,modifiedorterminatedbytheBoardatanytimeinitssolediscretion.No
EligibleDirectorshallhaveanyrightshereunder,exceptwithrespecttoequityawardsgrantedpursuant
to Section 2 of this Program.
1.CashCompensation.
a.AnnualRetainers.EachEligibleDirectorshallbeeligibletoreceiveanannual
cash retainer of $50,000 for service on the Board.
b.Additional Annual Retainers.An Eligible Director shall be eligible to receive
the following additional annual retainers, as applicable:
(i)Chairman of the Board or Co-Chairman of the Board. An Eligible
Director serving as the Chairman of the Board or Co-Chairman of the Board shall be eligible to
receive an additional annual retainer of $75,000 for such service.
(ii)AuditandRiskCommittee.AnEligibleDirectorservingasChairperson
oftheAuditandRiskCommitteeshallbeeligibletoreceiveanadditionalannualretainerof$20,000
forsuchservice. An Eligible Director serving as amember ofthe Auditand RiskCommittee (other
than the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such
service.
(iii)CompensationCommittee.AnEligibleDirectorservingasChairperson
oftheCompensationCommitteeshallbeeligibletoreceiveanadditionalannualretainerof$15,000
for such service.An Eligible Director serving as a member of the Compensation Committee (other
than the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such
service.
(iv)Nominating and Corporate Governance Committee.An Eligible
Director serving as Chairperson of the Nominating and Corporate Governance Committee shall be
eligible to receive an additional annual retainer of $10,000 for such service.An Eligible Director
serving as a member of the Nominating and Corporate Governance Committee (other than the
Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such service.
Chairperson)shallbeeligibletoreceiveanadditionalannualretainerof$10,000forsuchservice.
c.PaymentofRetainers.TheannualcashretainersdescribedinSections1(a)and
1(b)shallbeearnedonaquarterlybasisbasedonacalendarquarterandshallbepaidbytheCompany
in arrears notlaterthan30daysfollowingtheend of eachcalendar quarter.Intheeventan Eligible
Director does not serve asa director, or in the applicable positions described in Section 1(b), for an
entirecalendarquarter,theretainerpaidtosuchEligibleDirectorshallbeproratedfortheportionof
such calendar quarter actually served as a director, or in such position, as applicable.
2.EquityCompensation.
a.General.Eligible Directors automatically shall be granted the equity awards
describedbelow.Theawardsdescribedbelowshallbegrantedunderandshallbesubjecttotheterms
and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company
equity incentive plan then-maintainedbytheCompany(suchplan,asmaybeamendedfromtimeto
time, the “Equity Plan”) and may be granted subject to the execution and delivery of award
agreements,includingattachedexhibits,insubstantiallytheformsapprovedbytheBoardpriortoor
in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if
fullysetforthherein,andallgrantsofequityawardsherebyaresubjectinallrespectstothetermsof
theEquityPlan.Capitalizedtermsnototherwisedefinedhereinshallhavethemeaningsascribedto
them in the Equity Plan.
b.InitialAwards.
i.Each Eligible Director who is initially electedor appointedtoserve on
theBoardaftertheEffectiveDateautomaticallyshallbegrantedaRestrictedStockUnit
awardwithavalueof$200,000(the“InitialEquityAward”).ThenumberofRestricted
StockUnitssubjecttoanInitialEquityAwardwillbedeterminedbydividingthevalue
bythe30-calendar-dayaverageclosingpricefortheCompany’scommonstockthrough
and including the date prior to the applicable grant date (with any fractional Restricted
Stock Units being rounded down to the next whole number).The Initial Equity Award
shall be granted on the date on which such Eligible Director is appointed or elected to
serve on the Board, and shall vest as to one-third of the shares underlying the Initial
Equity Award on each of the first three anniversariesof the applicable grant date, such
that the Initial Equity Award is fully vested on the third anniversary of the grant date,
subjecttosuchEligibleDirector’scontinuedservicethroughtheapplicablevestingdate.
c.AnnualAwards.
i.An Eligible Director who is serving on the Board as of the date of the
annual meeting of the Company’s stockholders (the “Annual Meeting”) each calendar
yearautomaticallyshallbegrantedaRestrictedStockUnitawardwithavalueof
$200,000(an“OngoingAnnualAward”).ThenumberofRestrictedStockUnitssubject to an Annual
Award will be determined by dividing the value by the 30-calendar-day average closing price for the
Company’scommonstockthroughandincludingthedate prior to the applicable grant date (with any
fractional Restricted Stock Units being roundeddowntothenextwholenumber).EachAnnualAward
shallbegrantedonthedate oftheapplicableAnnualMeetingandshallvestinfullontheearliertooccur
of(i)theone- yearanniversary oftheapplicablegrantdateand(ii)thedateofthenextAnnualMeeting
followingthegrantdate,subjectto continuedservice through the applicablevestingdate.
ii.If an Eligible Director is elected or appointed to serve on the Board at
anytimeotherthanatanAnnualMeeting,suchEligibleDirectorautomaticallyshallbe
grantedaRestrictedStockUnitaward(a“Pro-RatedAnnualAward”andtogetherwith
the Ongoing Annual Awards, the “Annual Awards”; and the Annual Awards, together
withtheInitialEquityAward,the“DirectorEquityAwards”).ThenumberofRestricted
StockUnitssubjecttoaPro-RatedAnnualAwardwillbedeterminedbymultiplying(x)
$200,000, by (y) a fraction, the numerator of which is the remainder of 365 minus the
numberofdaysbetweentheadjournmentofthelastAnnualMeetingandthedateofthe
election or appointment, and the denominator of which is 365, and then dividing the
value by the 30-calendar-day average closing price for the Company’scommonstock
through and including the date prior to the applicable grant date (with any fractional
RestrictedStockUnitsbeingroundeddowntothenextwholenumber).EachPro-Rated
AnnualAwardshallbegrantedonthedateofsuchapplicableelectionorappointmentand
shallvestinfullontheearliertooccurof(i)theone-yearanniversary ofthedate of the
lastAnnualMeetingprecedingthegrantdateand(ii)thedateofthenextAnnualMeeting
followingthegrantdate, subject to continuedservice through theapplicable vestingdate.
d.Accelerated Vesting Events.Notwithstanding the foregoing, an Eligible
Director’sDirectorEquityAward(s)shallvestinfullimmediatelypriortotheoccurrenceofaChange
inControl,otherthanaNon-TransactionalChangeinControl,totheextentoutstandingatsuchtime.
e.DeferredCompensationPlan.Eligible directorsmayelecttoparticipateinthe
Company’s Deferred Compensation Plan for Directors (the “DCP”) pursuant to the terms and
conditions of the DCP, as in effect from time to time.
3.Compensation Limits.Notwithstanding anything to the contrary in this Program, all
compensationpayableunderthisProgramwillbesubjecttoanylimitsonthemaximumamountofnon-
employee Director compensation set forth in the Equity Plan, as in effect from time to time.
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