Exhibit 10.2





Exhibit 10.2




July 22, 2010




Joshua Hanna

c/o Ancestry.co.uk

Waterfront Building

Hammersmith Embankment, Chancellor’s Road

London W6 9RU




Dear Joshua:



I am pleased to provide the following offer and remuneration package for your new position as
Executive Vice President & Head of Global Marketing for Ancestry.com Inc. (the “Company”) reporting
to Tim Sullivan as follows:



	 	 	 
	Salary:

	 	$260,000 annualized, payable
semi-monthly according to normal
Company payroll policy. Effective
date of new salary will be August 1,
2010.

	 
	 	 
	Bonus:

	 	Target annual bonus of 60% of Salary
based upon Company and individual
performance goals established by the
Company per the terms and conditions
of the Company’s Performance
Incentive Program. You must be
employed by the Company at the time
of the bonus payout in order to
receive the payout.

	 
	 	 
	Relocation:

	 	You will receive a $75,000 lump-sum
relocation bonus to cover the costs
related to relocation back to the
US. Additionally, the Company will
assign a mover and pay the costs of
the shipment of your household goods
from London to San Francisco. The
Company will also pay one-way
business class airfare from London
to San Francisco for you, your
spouse, and your children as well as
reimburse you for ground
transportation costs and up to three
weeks of hotel stays. The Company
will also pay business-class airfare
for you and your spouse to conduct a
house-hunting trip to San Francisco
including related hotel and ground
transportation costs. All taxable
payments and reimbursements will be
made no later than March 15, 2011.

	 
	 	 
	Expatriate Allowance:

	 	Your current cost of living
allowance and other expatriate
subsidies (the “Expatriate
Allowance”) will discontinue
effective July 31, 2010 at the then
current rate of subsidy such that
your 2010 payments will not exceed
7/12’s of the total potential 2010
Expatriate Allowance. Any
additional expenses incurred after
7/31/10 associated with terminating
lease agreements, utility service
and other reasonable expenses to
which you are currently committed
and cannot avoid will be paid by the
Company.






 












 






			
	 	 	 
	Joshua Hanna
	 	Page 2
	July 22, 2010	 	 







	 	 	 
	Restricted Stock/Option Grant:

	 	Subject to the approval of and
action by the Compensation Committee
of the Board of Directors of the
Company, upon your return to the
United States and in conjunction
with your new role, you will be
granted 60,000 Ancestry.com
restricted stock units and a
non-qualified option to purchase
165,000 shares of common stock of
the Company. Your grant of
restricted stock units and options
will be subject to the terms and
conditions of the 2009 Stock
Incentive Plan and the form of
Restricted Stock Unit Agreement and
Non-Qualified Stock Option Agreement
most recently approved by the
Compensation Committee. The option
will have an exercise price equal to
the fair market value of a share of
the Company’s common stock on the
date of grant. The Company will use
its best efforts to ensure that the
Compensation Committee approves
these grants at the first regularly
scheduled Compensation Committee
meeting following your signed
acceptance of this letter.

	 
	 	 
	Tax:

	 	Tax Equalization Policy: You will
be covered under the terms of the
Company’s Tax Equalization Policy.
The purpose of this policy is that
you will pay no more or less tax on
your base salary and bonus than you
would pay had you remained in the
United States for all of 2010. This
is accomplished by deducting an
amount equivalent to home income and
social taxes that would have been
assessed on base salary and bonus
from your compensation in 2010 prior
to August 1st. Once the
liability is satisfied, the Company
is responsible for the actual
incremental income taxes and social
taxes assessed on income paid
(including the Expatriate Allowance)
by the Company during the foreign
assignment.

	 
	 	 
	 

	 	United States taxes assessed on
personal income such as interest,
dividends, and capital gains will be
borne by you in total. When the US
tax return is filed, a
reconciliation will be prepared
which will ensure that both the
Company’s and your obligations have
been met. All tax reimbursements
due to you at the time of
reconciliation become taxable income
and therefore will be increased or
“grossed up” by the additional
estimated tax liability in order to
compensate you for the added tax
burden. Notwithstanding anything
herein to the contrary, all terms of
the Tax Equalization Policy shall
survive your termination of
employment and/or repatriation
regardless of the reason for
termination or resignation for all
United States and United Kingdom tax
years during which you were employed
by the Company on your foreign
service assignment.

	 
	 	 
	 

	 	The payments described in this
section are intended to be exempt
from Section 409A of the Internal
Revenue Code of 1986, as amended,
(“Section 409A”) under Treasury
Regulation Section
1.409A-1(b)(8)(iii) and will be
administered in accordance with such
regulation.

	 
	 	 
	 

	 	You are responsible for ensuring
that all tax returns are filed
timely with the applicable
authorities in the United Kingdom
and United States locations. The
Company will provide you with and
pay for the services of a tax
preparer for both United States and
United Kingdom country tax returns
through the 2010 tax year. Such
payments will be made to you in
2011. If you are required to file
any United Kingdom returns for
additional years as a result of your
overseas assignment, the Company
will reimburse you for the costs
associated with paying a tax
preparer to complete those returns
for the years in which you were
employed with the Company. Such
payments will be made to you in the
year in which the tax return is due
and no later than the end of the
calendar year in which the expense
was incurred. The amount of
benefits provided or expenses
eligible for reimbursement in any
calendar year will not affect the
amount of benefits to be provided or
expenses eligible for reimbursement
in any other calendar year and this
benefit is not subject to exchange
or liquidation for another benefit.






 












 






			
	 	 	 
	Joshua Hanna
	 	Page 3
	July 22, 2010	 	 







In addition to the foregoing, you have the opportunity to continue to participate in all available
benefits offered generally to employees of the Company from time to time. These currently include
paid time off, holidays, health, dental, life, disability, a Section 125 cafeteria plan, tuition
reimbursement and the Company’s 401(k) retirement plan, all subject to the Company’s policies and
procedures. The scope and extent of employee benefits offered by the Company may change from time
to time. You also will be bound by the Company’s standard Agreement to Protect Company Property a
copy for your signature is attached.



Employment with Ancestry.com Inc. is for no specific period of time and constitutes “at will”
employment. Both you and Ancestry.com Inc. are free to terminate this at-will employment
relationship at any time for any reason, with or without cause and with or without notice.
Notwithstanding the foregoing, if the Company terminates your employment without Cause (and other
than as a result of your death or disability) or you resign for Good Reason, you will be eligible
for a severance package as follows:



The Company will pay you a severance amount equal to six (6) months of Salary paid out over regular
Company payroll periods, commencing on the first regular Company payroll period after the Release
Deadline (defined below). In addition, following any such termination of employment you will be
entitled to an additional lump sum severance payment equal to 80% of your Average Annual Bonus,
prorated based on the number of months you were employed during the year of termination, payable on
the first regular Company payroll period after the Release Deadline (and in no event later than 70
calendar days after your “separation from service” within the meaning of Section 409A). For
purposes of this offer letter, “Average Annual Bonus” means the average annual bonus earned by you
under the Company’s Performance Incentive Program (or any successor annual bonus program) for the
year of termination for performance over the two (2) years preceding the year of termination.



In each case outlined above, the severance payments are contingent upon your signing a general
release of claims in favor of the Company and such release of claims becoming irrevocable within 45
calendar days following your separation from service (such 45th day, the “Release Deadline”).
Additionally, in the event of such a termination of employment the Company will reimburse you and
any covered dependents for your medical benefit COBRA premiums for a period of six (6) months
following your termination, subject to (1) your
providing the Company with adequate proof of payment of such COBRA premiums as determined by the
Company and (2) the taxation of such reimbursements to the extent advisable under Section 105(h) of
the Internal Revenue Code of 1986, as amended, or other applicable law.


 












 






			
	 	 	 
	Joshua Hanna
	 	Page 4
	July 22, 2010	 	 







In the event that within three (3) months before or within twelve (12) months following a Change of
Control you are terminated by the Company without Cause (other than as a result of your death or
disability), or you resign for Good Reason, you will be entitled to the aforementioned severance
package and immediate vesting as to a total of fifty percent (50%) of your then unvested equity and
equity-based awards. In addition, the period for which you will be eligible to receive
reimbursement for COBRA medical premiums will be increased to a total of twelve (12) months.



For purposes of this offer letter, “Cause” means gross negligence in carrying out your duties for
the Company or any breach of fiduciary duties to the Company, conviction of, or plea of guilty or
no contest to any felony, any act of fraud or embezzlement, material violation of a Company policy
or any unauthorized use or disclosure of confidential information or trade secrets of the Company
or its affiliates, or failure to cooperate in any Company investigation. Neither bad judgment nor
mere negligence nor an act of omission reasonably believed by you to have been in, or not opposed
to, the interests of the Company, shall constitute examples of gross negligence.



For purposes of this offer letter, “Change of Control” results when: (i) any person or entity other
than a stockholder of the Company (or any parent corporation) as of the date of this offer letter
becomes the beneficial owner, directly or indirectly, of securities of the Company (or any parent
corporation) representing fifty percent (50%) or more of the total voting power of all of the
Company’s (or any parent corporation’s) then outstanding voting securities, (ii) a merger or
consolidation of the Company (or any parent corporation) in which the Company’s (or any parent
corporation’s) voting securities immediately prior to the merger or consolidation do not represent,
or are not converted into securities that represent, a majority of the voting power of all voting
securities of the surviving entity immediately after the merger or consolidation, or (iii) a sale
of all or substantially all of the assets of the Company (or any parent corporation) or a
liquidation or dissolution of the Company (or any parent corporation).



For purposes of this offer letter, you can resign for “Good Reason” within twelve (12) months
following a change of control and within ninety (90) days after the occurrence of any of the
following without your consent: a material reduction of your base compensation, duties, authority
or responsibilities, relative to your compensation, duties, authority or responsibilities or the
assignment to you of such reduced duties, authority or responsibilities.



For purposes of this offer letter, you can resign for “Good Reason” within ninety (90) days after
the occurrence of any of the following without your express written consent in circumstances not
involving a change of control: (i) a material reduction of your base compensation, or (ii) a
relocation of your principal place of employment to a facility or location more than one hundred
(100) miles from the current location of the Company’s San Francisco, California offices as in
effect on the date upon which this offer letter is executed. Notwithstanding anything herein to
the contrary, no event described above in this paragraph
and the preceding paragraph shall constitute Good Reason unless (x) you provide the Company notice
of such event within thirty (30) days after the first occurrence or existence thereof, which notice
specifically identifies the event that you believe constitutes Good Reason and (y) the Company
fails to cure such event within thirty (30) days after delivery of such notice.


 












 






			
	 	 	 
	Joshua Hanna
	 	Page 5
	July 22, 2010	 	 







Any other changes to our at-will employment relationship will be effective only if contained in a
written agreement for that purpose, signed by you and the Company’s CEO.



The payments hereunder are intended to be exempt under Treasury Regulation Section 1.409A-1(b)
(9)(iii). Notwithstanding the foregoing, to the extent (i) any payments to which you become
entitled under this agreement, or any agreement or plan referenced herein, in connection with your
termination of employment constitute deferred compensation subject to (and not exempt from) Section
409A and (ii) you are deemed at the time of such termination of employment to be a “specified”
employee under Section 409A, then such payment or payments shall not be made or commence until the
earlier of (i) the expiration of the six (6)-month period measured from the date of your
“separation from service”; or (ii) the date of your death following such separation from service;
provided, however, that such deferral shall only be effected to the extent required to avoid
adverse tax treatment to you, including (without limitation) the additional twenty percent (20%)
tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such
deferral. Upon the expiration of the applicable deferral period, any payments which would have
otherwise been made during that period (whether in a single sum or in installments) in the absence
of this paragraph shall be paid to you or your beneficiary in one lump sum. For purposes of this
agreement or any agreement or plan referenced herein, with respect to any payment that is subject
to (and not exempt from) Section 409A of the Code, termination of your employment shall be a
“separation from service” within the meaning of Section 409A, and Section 1.409A-1(h) of the
regulations thereunder.



This letter sets forth the key terms of your proposed employment by the Company, but is not
intended and shall not be construed as an employment contract. By signing below, you accept the
terms of employment as outlined above and with the understanding that the employment relationship
established by this offer letter is “at-will.” At-will employment means that either you or the
Company may terminate the employment relationship at any time, with or without notice, and with or
without cause. The Company, as an at-will employer, reserves the right to modify, revoke, suspend,
terminate or change any or all such terms of employment, in whole or in part, at any time with or
without notice. Nothing in terms of employment, either implied or expressed, is to be viewed as an
employment contract. Regarding confidentiality, you agree not to divulge, furnish, or make
accessible to anyone outside Ancestry.com Inc. any knowledge or information coming into your
possession during your employment with respect to confidential or secret documents, processes,
plans, formulae, devices or material relating to the business and activities of Ancestry.com Inc.



By signing this letter, you confirm to the Company that you are under no contractual or other legal
obligation that would prohibit you from performing your duties for the Company as described herein.


 












 






			
	 	 	 
	Joshua Hanna
	 	Page 6
	July 22, 2010	 	 







By signing this letter you acknowledge that the provisions of this restated offer letter have been
read, are understood, and the continued employment on the terms and conditions described herein is
herewith accepted. This letter, together with the agreements specifically referenced herein along
with the Agreement to Protect Company Property document you signed previously, supersedes and
preempts all prior or contemporaneous oral or written understandings and agreements with respect to
the subject matter hereof between you and the Company, including, without limitation, the updated
offer letter dated July 20, 2009. Please signify your acceptance of this letter and to further
indicate that you understand that this letter does not constitute an employment contract, by
signing where indicated below and returning this letter to me by July 26, 2010.



If you have any additional questions, please feel free to contact me at (801) 705-7011.



Sincerely,




	 	 	 
	/s/ Tim Sullivan
	 	 
	Tim Sullivan
	 	 
	CEO
	 	 
	Ancestry.com Inc.
	 	 






Accepted and agreed to this 22nd day of July, 2010.




	 	 	 
	/s/ Joshua Hanna
 

Joshua Hanna