NewCo, LLC

EMPLOYMENT AGREEMENT
(Working Person)

This Employment Agreement the (Agreement) effective as of January __, 20__ (the
Effective Date), is entered into by and between NewCo, LLC, a Delaware limited liability
company (the Company), and Working Person, of ___________________________, San
Francisco, California (the Employee).
RECITALS
WHEREAS, the operations of the Company are a complex matter requiring direction and
leadership in a variety of arenas;
WHEREAS, Employee possesses certain experience and expertise that qualify his to
provide the direction and leadership required by the Company; and
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
therefore wishes to employ Employee as of the Effective Date and Employee wishes to accept
such employment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:
1.
Employment. Subject to the terms and conditions set forth in this Agreement, the
Company hereby agrees to employ Employee during the Employment Period (as defined below),
and Employee hereby agrees to remain in the employ of the Company during the Employment
Period and to provide services during the Employment Period in accordance with this
Agreement.
2.
Term. Subject to earlier termination as hereinafter provided, Employees employment
hereunder shall be for a term of one (1) year, commencing on the Effective Date, and shall be
automatically extended for successive terms of one (1) year each, unless either the Company or
Employee provides notice (a Non-Renewal Notice) to the other at least thirty (30) days prior to
expiration of the original or any extension term that the Employment Agreement is not to be so
extended. The term of this Agreement, as from time to time extended or renewed, is hereafter
referred to as the term of this Agreement or the term hereof.

3.

Capacity and Performance.

(a) During the term hereof, Employee shall serve the Company as (i) a Technical
Co-Founder of the Company, and shall have such duties and responsibilities as may be
assigned to Employee by the Chairman and/or the CEO of the Company (currently Jonah
Goodhart and Noah Goodhart), which duties and responsibilities initially shall include
responsibility for all technical and programming activities of the Company. These duties
shall be subject to change as the Company evolves from its current start-up stage, as
determined by the Chairman and CEO and communicated to Employee.
(b) During the term hereof, Employee shall be employed by the Company on a fulltime and diligent basis and shall perform such duties and responsibilities on behalf of the
Company as may be reasonably designated from time to time by the Board. During the
term hereof, Employee shall have no involvement with any other business whether as an
employee, consultant, finder or member of the Board; provided that this shall not affect the
ability of Employee to hold up to 1% of the traded securities of any publicly traded
company; and the Board shall not unreasonably refuse to consent to Employee serving on
the board of directors or board of advisors of another business or a charitable organization
so long as it does not interfere with Employees duties to the Company. As used herein, to
be approved by the Board requires the affirmative vote of a majority of all members of the
Board.
(c) Employee recognizes that the Company maintains principal offices in New
York and California, and agrees that the nature of his employment by the Company is such
that travel to New York City and other locations outside of the San Francisco Bay Area and
the State of California may be regularly required in the performance of his duties.
4.
Compensation and Benefits. As compensation for all services performed by
Employee under and during the term hereof and subject to performance of Employees duties
and obligations to the Company pursuant to this Agreement:
(a) Base Salary. Commencing as of the date hereof, the Company shall pay
Employee a base salary at the rate of _____ Thousand Dollars ($___,000) per annum,
payable in accordance with the standard payroll practices of the Company. Such base
salary, as it may from time to time be adjusted, is hereafter referred to as the Base Salary.
(b) Initial Bonus Compensation. As additional incentive for entering into this
Agreement and as further consideration for Employees participation in the launch of the
Companys business, the Company shall pay to Employee a bonus in the amount of
______Thousand Dollars ($__,000.00), to be received within ten (10) Business Days of the
date of execution of this agreement.
(c) Annual Bonus Compensation. As additional compensation for the services to be
rendered by Employee hereunder, Employee shall be eligible to receive a bonus in an
amount that shall be determined by the Board, in their sole discretion. Such bonus, if any,
shall be payable as determined by the Board, except that the Company agrees that

-2-

Employees annual bonus for the 2009 calendar year shall not be less than Ten Thousand
Dollars ($10,000).
(d) Vacations. During the term hereof, Employee shall be entitled to three (3)
weeks of vacation per year, to be taken at such times and intervals as shall be determined
by Employee, subject to the reasonable business needs of the Company and notice being
provided to the CEO at least ten (10) Business Days prior to the commencement of each
such vacation. Vacation shall otherwise be governed by the policies of the Company, as in
effect from time to time, including policies regarding limitations in respect of the
accumulation of unused vacation time.
(e) Other Benefits. During the term hereof and subject to any contribution therefor
generally required of employees of the Company, Employee shall be entitled to participate
in any and all employee benefit plans from time to time in effect for employees of the
Company generally, except to the extent such plans are in a category of benefit otherwise
provided to Employee (e.g., severance pay). Such participation shall be subject to the terms
of the applicable plan documents and generally applicable Company policies. Subject to
any restrictions under applicable law, the Company may alter, modify, add to or delete its
employee benefit plans at any time as it, in its sole judgment, determines to be appropriate,
without recourse by Employee.
(f) Business Expenses. During the term hereof and in accordance with, and to the
extent consistent with, the reimbursement policies of the Company generally applicable to
employees of the Company as in effect from time to, the Company shall reimburse
Employee for all business expenses (including, but not limited to, transportation,
entertainment, travel and lodging) reasonably and properly incurred by Employee in
connection with the performance of Employees duties hereunder and the conduct of the
business of the Company, upon the submission to the Company of appropriate vouchers
therefore in accordance with Company policy. The Board may review such expense
vouchers from time to time, and in no event shall the Company reimburse Employee for
expenses incurred in excess of $__,000 during any six month period (unless such excess
expenses have been pre-approved in writing).
5.
Termination of Employment and Severance Benefits. Notwithstanding the provisions
of Section 2 hereof, Employees employment hereunder shall terminate prior to the expiration of
the term under the following circumstances:
(a) Death. In the event of Employees death during the term hereof, Employees
employment hereunder shall immediately and automatically terminate. In such event, the
Company shall pay to Employees designated beneficiary or, if no beneficiary has been
designated by Employee, to his estate, an amount equal to the Final Compensation due
Employee, as defined in subsection 5(g) hereof. (The Company shall have no further
obligation to Employee or his estate hereunder, other than obligations to Employee or his
estate as a holder of membership interests in the Company.

-3-

(b)

Disability.

(i) The Company may terminate Employees employment hereunder, upon

notice to Employee, in the event that Employee becomes disabled during his
employment hereunder through any illness, injury, accident or condition of either a
physical or psychological nature and, as a result, is unable to perform substantially all
of his duties and responsibilities hereunder, with or without reasonable
accommodation, for ninety (90) days during any period of three hundred and sixtyfive (365) consecutive calendar days. In the event of such termination, the Company
shall have no further obligation to Employee, other than for (1) payment of Final
Compensation and compliance with the provisions of this Section 5(b), and (2)
obligations to Employee or his estate as a holder of membership interests in the
Company.
(ii) In lieu of terminating Employees employment hereunder, the Board may
designate another employee to act in Employees place during any period of
Employees disability. Notwithstanding any such designation or any termination of
Employees employment pursuant to Section 5(b)(i), Employee shall continue to
receive the Base Salary in accordance with Section (a) and benefits in accordance
with Section (e) for a period not to exceed ninety (90) days, to the extent permitted by
the then-current terms of the applicable benefit plans, until Employee becomes
eligible for disability income benefits under the Companys disability income plan or
until the termination of his employment, whichever shall occur first.
(iii) While receiving disability income payments under the Companys
disability income plan, Employee shall be entitled to receive Base Salary under
Section (a) hereof less the amount of such disability income payments being made to
Employee, and shall continue to participate in Company benefit plans in accordance
with Section (e) and the terms of such plans, until the termination of his employment.
(iv) Any determination as to whether during any period Employee is disabled
through any illness, injury, accident or condition of either a physical or psychological
nature so as to be unable to perform substantially all of his duties and responsibilities
hereunder shall be made by a physician reasonably satisfactory to both Employee (or
his duly appointed guardian) and the Company, provided that if Employee and the
Company do not agree on a physician, Employee and the Company shall each select a
physician and these two together shall select a third physician, whose determination
as to disability shall be binding on all parties. If Employee shall fail to submit to such
medical examination, the Companys determination of the issue shall be binding on
Employee.
(c) By the Company for Cause. The Company may terminate Employees
employment hereunder for Cause at any time upon notice to Employee setting forth in
reasonable detail the nature of such Cause. The following shall constitute Cause for
termination:

-4-

(i) The Employees willful failure to perform his duties and responsibilities to
the Company, which failure is not cured within 10 business days following written
notice of such failure from the Company to Employee;
(ii) Material breach by Employee of any provision of this Agreement, which
breach, if curable, is not cured within 10 business days following written notice of
such breach from the Company to Employee;
(iii) Material breach by Employee of any provision of that certain
Noncompetition, Nondisclosure and Assignment of Inventions Agreement entered
into by the Company and Employee, the form of which is attached hereto as Exhibit
A (the Employee Noncompetition and Nondisclosure Agreement);
(iv) Gross negligence, willful misconduct or insubordination by Employee
with respect to Employees duties to the Company (or an affiliate thereof), which
Employee fails to cure within 10 business days following written notice of such gross
negligence, willful misconduct or insubordination or which, after being cured, is
repeated (provided that Employee has been forewarned that repetition of such
conduct would be grounds for immediate termination);
(v) Willful misconduct by Employee that is materially harmful to the
business, interests or reputation of the Company; or
(vi) Employees commission of a felony (other than a violation of laws
regarding the use of motor vehicles) or any other crime involving moral turpitude.
Any termination of Employees employment by the
Company pursuant to this Section 5(c) must be approved
by the CEO or the Board.
Upon the giving of notice of termination of Employees
employment hereunder for Cause, the Company shall
have no further obligation hereunder to Employee, other
than for Final Compensation.
(d) By the Company Other than for Cause. The Company may terminate
Employees employment hereunder other than for Cause at any time (and for any reason, as
determined in the sole discretion of the Company) upon written notice to Employee. In the
event of such termination, then (i) the Company shall pay to Employee, upon the effective
date of such termination, the Final Compensation; and (ii) for the duration of the Severance
Period, as defined in Section 5(g) hereof, the Company shall continue to pay Employee the
Base Salary at the rate in effect on the date of termination; and, (iii) subject to any
employee contribution applicable to Employee on the date of termination, shall continue to
contribute to the cost of Employees participation in the Companys group medical and
dental insurance plans during the Severance Period, provided that if Employee is not
entitled to continue such participation under applicable law and plan terms, the Company
shall instead pay to Employee an amount equal to the cost to the Company of such benefits
had Employee been entitled to continue such participation. Any obligation of the Company

-5-

to make the payments and provide the benefits to Employee under this Section 5(d) or
Section 5(e) is conditioned, however, upon Employee signing a release of claims in the
form attached hereto as Exhibit B, or such other form as may be agreed to by the Company
and Employee (the Employee Release) within twenty-one days (or such greater period as
the Company may specify) (the Release Period) following the date of termination of
employment and upon Employee not revoking Employee Release in a timely manner
thereafter; provided that the payment of Base Salary and the provision of benefits shall
continue during the Release Period. Base Salary to which Employee is entitled hereunder
shall be payable in accordance with the normal payroll practices of the Company.
Employee covenants in the event of any termination of his employment subject to this
Section 5(d) or Section 5(e) that he will use reasonable efforts to obtain alternative
employment and the amount payable hereunder shall be reduced dollar for dollar by any
other compensation he receives during any period following the termination of his
employment. Employee shall immediately give the Company notice of his engagement as
an employee, consultant or contractor during the Severance Period following any
termination subject to this Section 5(d) or Section 5(e) and provide the Company with all
information it may reasonably require to ensure that Employee is paid no more than he is
entitled to hereunder.
(e) By Employee for Good Reason. The Employee may terminate his employment
hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail
the nature of such Good Reason. The following shall constitute Good Reason for
termination by Employee, unless Employee shall have consented in writing to any of the
following:
(i) Failure of the Company to continue Employee in the position described in
Section 3(a), or in a comparable position of import of the Company that Employee
and Company have mutually agreed upon pursuant to paragraph 3(a) hereof, or, in
either case, of an affiliate to which a substantial majority of the assets are transferred;
(ii) A material diminution in the nature or scope of Employees
responsibilities, duties or authority; provided, however, any diminution of the
business of the Company or any of its subsidiaries as a result of (a) conditions
affecting the economy or the Companys industry in general, (b) the growth of the
Company and its need to re-allocate responsibilities as a result of such growth or (c)
the Companys operating performance shall not constitute Good Reason; or
(iii) Failure of the Company to provide Employee the Base Salary and benefits
in accordance with the terms of Section 4 hereof, excluding (in any such case) (i) a
failure which is cured within 30 business days following written notice from
Employee specifying in detail the nature of such failure, or (ii) any reduction in Base
Salary that is the result of a general reduction in base salary of all senior employees of
the Company applied on a proportionate basis; or
(iv) Mutual agreement between Employee and the CEO or the Board.

-6-

In the event of termination in accordance with this

Section (e), then Employee will be entitled to the same
pay and benefits he would have been entitled to receive
had Employee been terminated by the Company other
than for Cause in accordance with Section ((d)) above;
provided that Employee signs an effective Employee
Release during the Release Period.
(f) By Employee Other than for Good Reason or by the Company or Employee by
Giving a Non-Renewal Notice. The Employee may terminate his employment hereunder at
any time upon sixty (60) days prior written notice to the Company. In the event of
termination of Employee pursuant to this Section ((f)), or if the Company or Employee
should give a Non-Renewal Notice pursuant to Section 2 hereof, the Board may elect to
waive the period of notice, or any portion thereof, and, if the Board so elects, the Company
will pay Employee his Base Salary and provide his employee benefits for the notice period
(or for any remaining portion of the period). If requested by the Company, Employee shall
keep such termination of employment confidential until it actually becomes effective. Upon
such employment termination, the Company shall have no further obligation hereunder to
Employee, other than for any Final Compensation due to him.
(g) Defined Terms. As used in this Section 5, the term Final Compensation shall
mean: i) the Base Salary earned by Employee but not paid through the date of termination;
(ii) pay due to Employee for any vacation time earned but not used through the date of
termination; (iii) any bonus compensation awarded, accrued or that Employee is otherwise
entitled to receive without condition, and which is unpaid on the date of termination; and
(iv) any business expenses incurred by Employee but unreimbursed on the date of
termination, provided that such expenses are reimbursable under Company policy. As used
in this Agreement, the term Severance Period shall mean the period commencing on the
date of termination of Employees employment by the Company, and continuing for a
period equal to one month for each full year of Employees term of employment by the
Company, up to a maximum period of 120 days, provided that the Severance Period shall
equal to zero days if the term of employment is less than one full year.
(h) Post-Agreement Employment. In the event Employee remains in the employ of
the Company or any of its subsidiaries following termination of this Agreement, by the
expiration of the term or otherwise, then such employment shall be at will.
6.
Effect of Termination. The provisions of this Section 6 shall apply to termination due
to the expiration of the term hereof, pursuant to Section 5 or otherwise.
(a) Payment by the Company of any Base Salary and contributions to the cost of
Employees continued participation in the Companys group health and dental plans (or the
payment of the cost to the Company), that may be due Employee in each case under the
applicable termination provision of Section 5 shall constitute the entire obligation of the
Company to Employee, and Employee shall not be entitled to additional payments or
benefits under any other severance agreement or executive severance plan of the Company.
Upon request of the Company, Employee shall promptly give the Company notice of all

-7-

facts necessary for the Company to determine the amount and duration of its obligations in
connection with any termination pursuant to Section (d) or (e) hereof.
(b) Except for medical and dental plan coverage continued pursuant to Section (d)
or (e) hereof, benefits shall terminate pursuant to the terms of the applicable benefit plans
based on the date of termination of Employees employment without regard to any
continuation of Base Salary or other payment to Employee following such date of
termination.
(c) Provisions of this Agreement shall survive any termination if so provided herein
or if necessary or desirable to accomplish the purposes of other surviving provisions,
including without limitation the obligations of Employee under Employee Noncompetition
and Nondisclosure Agreement. The obligation of the Company to make payments and
provide benefits to or on behalf of Employee under Section (d)) or (e) hereof is expressly
conditioned upon Employees continued performance of his obligations under Employee
Noncompetition and Nondisclosure Agreement; provided that (i) the Company may not
discontinue any such payments and benefits unless the Company has provided written
notice to Employee setting forth in reasonable detail the nature of such non-performance
and, if the nature of such non-performance is such that it is capable of being remedied by
Employee without any material ongoing damage to the Company, Employee shall have
failed to remedy such non-performance within 15 days following receipt of such notice (it
being understood that if the nature of such non-performance is such that it is not capable of
being remedied by Employee without any material ongoing damage to the Company, the
Company may discontinue such payments and benefits at such time as it provides such
written notice to Employee) and (ii) to the extent curable, the Company may suspend or
discontinue such payments or benefits thereafter only during such period as such nonperformance continues. The Employee recognizes that, except as expressly provided in
Section (d) or (e), no compensation is earned after termination of employment.
7.
Acceleration of Vesting of Class A Units. Concurrent with the execution of this
Agreement, the Company entered into a Unit Purchase Agreement with Employees whollyowned company, Working Person, LLC (the Purchase Agreement). Pursuant to the Purchase
Agreement, the Company has agreed to sell to Working Person, LLC a total of 90,000 Class A
Units of limited liability company membership interest in the Company; provided, however, that
the Company has retained a right to repurchase such Class A Units (the Purchase Option) to
the extent that they that have not yet vested over a four-year schedule. Under the Purchase
Agreement, the vesting of Class A Units held by Working Person, LLC shall be partially
accelerated upon the termination of Employees employment with the Company, either: (i) by
the Company without Cause; or (ii) by Employee with Good Reason; or (iii) by reason of
Employees death or disability. Vesting of Class A Units will be accelerated based on the vesting
schedule in the Purchase Agreement (up to a maximum additional four months).
Notwithstanding the forgoing, if Employee is terminated in connection with a Deemed
Liquidation Event or a Dissolution Event (as defined in the LLC Agreement), vesting of all then
unvested shares will be fully accelerated and the Purchase Option will cease to be in effect..
8.
Employee Noncompetition and Nondisclosure Agreement. As a condition to
Employees employment with the Company, Employee will execute the Noncompetition,

-8-

Nondisclosure, and Assignment of Inventions Agreement in the form attached as Exhibit A

hereto. Employee will also be required to complete and execute a Form I-9 in order to comply
with Immigration and Naturalization Service requirements.
9.
Notification Requirement. Until twelve (12) months after the termination of
Employees employment with the Company for any reason, Employee shall, upon a reasonable
request by the Company, give notice to the Company of any new business activity in which he is
engaged. Such notice shall state the name and address of individual, corporation, limited liability
company, association, partnership, estate, trust and other entity or organization, other than the
Company or any of its subsidiaries (any such individual or entity being hereinafter referred to as
a Person) for whom such activity is undertaken and the nature of Employees business
relationship(s) and position(s) with such Person. The Employee shall provide the Company with
such other pertinent information concerning such business activity as the Company may
reasonably request in order to determine Employees continued compliance with his obligations
under Employee Noncompetition and Nondisclosure Agreement.
10. Enforcement of Covenants. The Employee acknowledges that he has carefully read
and considered all the terms and conditions of this Agreement and Employee Noncompetition
and Nondisclosure Agreement, including the restraints imposed upon his pursuant to Employee
Noncompetition and Nondisclosure Agreement. The Employee agrees that said restraints are
necessary for the reasonable and proper protection of the Company and its subsidiaries and that
each and every one of the restraints is reasonable in respect to subject matter, length of time and
geographic area. The Employee further acknowledges that, were he to breach any of the
covenants contained in Employee Noncompetition and Nondisclosure Agreement, the damage to
the Company would be irreparable. The Employee therefore agrees that the Company, in
addition to any other remedies available to it, shall be entitled to preliminary and permanent
injunctive relief against any breach or threatened breach by Employee of any of said covenants,
without having to post bond. The parties further agree that, in the event that any provision of
Employee Noncompetition and Nondisclosure Agreement shall be determined by any court of
competent jurisdiction to be unenforceable by reason of its being extended over too great a time,
too large a geographic area or too great a range of activities, such provision shall be deemed to
be modified to permit its enforcement to the maximum extent permitted by law.
11. Conflicting Agreements. The Employee hereby represents and warrants that the
execution of this Agreement and the performance of his obligations hereunder will not breach or
be in conflict with any other agreement to which Employee is a party or is bound and that
Employee is not now subject to any covenants against competition or similar covenants or any
court order or other legal obligation that would affect the performance of his obligations
hereunder. The Employee will not disclose to or use on behalf of the Company any proprietary
information of a third party without such partys consent.
12. Withholding. All payments made by the Company under this Agreement shall be
reduced by any tax or other amounts required to be withheld by the Company under applicable
law.
13. Assignment. Neither the Company nor Employee may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written

-9-

consent of the other; provided, however, that the Company may assign its rights and obligations
under this Agreement without the consent of Employee in the event that the Company shall
hereafter affect a reorganization, consolidate with, or merge into, any Person or transfer a
substantial majority of its properties or assets to any Person. This Agreement shall inure to the
benefit of and be binding upon the Company and Employee, their respective successors,
executors, administrators, heirs and permitted assigns.
14. Severability. If any portion or provision of this Agreement shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this
Agreement, or the application of such portion or provision in circumstances other than those as
to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion
and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
15. Waiver. No waiver of any provision hereof shall be effective unless made in writing
and signed by the waiving party. The failure of either party to require the performance of any
term or obligation of this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be
deemed a waiver of any subsequent breach.
16. Notices. Any and all notices, requests, demands and other communications provided
for by this Agreement shall be in writing and shall be effective when delivered in person or
deposited in the United States mail, postage prepaid, registered or certified, and addressed to
Employee at his last known address on the books of the Company or, in the case of the
Company, at its principal place of business.
17. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior communications,
agreements and understandings, written or oral, with respect to the terms and conditions of
Employees employment.
18. Amendment. This Agreement may be amended or modified only by a written
instrument signed by Employee and by an expressly authorized representative of the Company.
19. Headings. The headings and captions in this Agreement are for convenience only and
in no way define or describe the scope or content of any provision of this Agreement.
20. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one and the same instrument.
21. Governing Law. This Agreement, the rights of the parties and all claims, actions,
causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings
arising in whole or in part under or in connection herewith, will be governed by and construed in
accordance with the domestic substantive laws of the State of ______________, without giving
effect to any choice or conflict of law provision or rule that would cause the application of the
laws of any other jurisdiction.

-10-

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by

the Company, by their duly authorized representatives, and by Employee, as of the date first
above written.
THE EMPLOYEE:

NEWCO, LLC

__________________________
Working Person

By:________________________________
Name:
Title: CEO

Date: __________________, 2009

Date: __________________, 2009

-11-