Employment Offer Letter between the Registrant and Scott Darling



 Exhibit 10.8 

 
 



 
 Employment Offer Letter 
 Dear Scott, 
 I am pleased to offer you a position with Trulia, Inc.
(the “Company”) as Vice President & General Counsel commencing on
October 31st, 2011, or as otherwise mutually agreed. You will receive a monthly salary of $19,166.66 ($230,000.00 per year), less applicable withholding, which will be paid in accordance with the Company’s
normal payroll procedures. You will also have an opportunity to receive an additional $50,000.00 in performance bonuses per calendar year. Details of specific performance metrics are to be agreed within 30 days from the start of employment.
You should note that the Company reserves the right to modify salaries and bonuses from time to time as it deems necessary. 
 In addition to your salary, we will recommend to the Company’s Board of Directors that you will receive an incentive stock option to purchase 290,126 shares of the Company’s common stock
at a price determined by the Board of Directors. Your option will vest and become exercisable over a four-year period with 25% vesting on the one-year anniversary of your employment start date and with the balance vesting equally every month
thereafter over the following 36 months; provided however, if within 12 months following a change in control your service is either (i) involuntarily terminated without cause (as defined in the Plan) or (ii) voluntarily terminated
with “Good Reason” then 50% of your remaining unvested shares shall fully vest and become exercisable.
 “Good
Reason” shall be deemed to exist if (i) there is a reduction of your base compensation of greater than 25% due to the change in control, (ii) you are subjected to discrimination, harassment or abuse as a result of your race,
color, religion, creed, sex, age, national origin, sexual orientation or disability, or (iii) upon the Company’s or its successor’s request, you refuse to relocate to a facility or location outside the San Francisco Bay Area.

 You will also be entitled to the standard benefits package of the Company. 
 You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason.
Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. 

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our 







 
employment relationship with you may be terminated. 
 You agree that, during the term of
your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your
employment, nor will you engage in any other activities that conflict with your obligations to the Company. 
 As a Company employee, you will
be expected to abide by Company rules and regulations. You will be specifically required to sign an acknowledgement that you have read and understand the Company rules of conduct which will be included in a handbook which the Company will soon
complete and distribute. You will be expected to sign and comply with the Employment, Confidential Information, Invention Assignment Agreement attached as Exhibit A, which requires, among other things, the assignment of your
rights to any intellectual property made during your employment at the Company, and non-disclosure of proprietary information. 
 To indicate
your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me. This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of
your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you. 

This offer of employment is contingent on the completion of satisfactory background and/or reference checks and will remain valid
through the end of business, Monday, October 19th,
2011 
 We look forward to working with you at Trulia, Inc.! 
  

									
	 	 	 	 	 	 	Very truly yours,
				
		 		 		 	TRULIA, INC.
					
		 		 		 	By:	 	 /s/ Peter Flint

					
		 	AGREED AND ACCEPTED:	 		 		 	Peter Flint, CEO & Co-Founder
					
		 	 /s/ Scott Darling
	 		 		 	








 



 
 EXHIBIT A 
 TRULIA, INC. 
 Employment, Confidential Information and Intellectual
Property Assignment Agreement 
 As a condition of my employment with Trulia, Inc., its subsidiaries, affiliates, successors
or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following terms under this Employment,
Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”): 
 1.
Employment. 
 (a) I understand and acknowledge that my employment with the Company is for an unspecified duration
and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

 (b) I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation,
consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of my employment without prior written permission from my manager and/or the CEO, nor will I engage in any any
activities that conflict with my obligations to the Company. 
 2. Confidential Information. 

(a) Company Information. I agree at all times during the term of my employment (my “Relationship with the
Company”) and thereafter to hold in strictest confidence, and not to use except for the benefit of the Company or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any
Confidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my Relationship with the Company), markets, works
of original authorship, photographs, negatives, digital images, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business
information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has
become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. 







 (b) Other Employer Information. I agree that I will not, during my
Relationship with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document
or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. 
 (c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on
the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any
person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party. 
 3. Intellectual Property. 
 (a) Assignment of Intellectual
Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and
to any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, during the period of time I am in the service of the Company (collectively referred to as “Intellectual Property”) and which (i) are developed using the equipment,
supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by me for the Company, or (iii) relate to the business, or to the actual or demonstrably anticipated research or
development of the Company. The Intellectual Property will be the sole and exclusive property of the Company. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and
during the period of my Relationship with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent any Intellectual Property is not deemed to be
work for hire, then I will and hereby do assign all my right, title and interest in such Intellectual Property to the Company, except as provided in Section 3(e). 
 (b) Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the
Intellectual Property and any copyrights, patents or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of
all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and
nominees the sole and exclusive rights, title and interest in and to such Intellectual Property, and any copyrights, patents or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Intellectual Property 

  
 -2-









 
Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the rights transferred in this Intellectual Property
Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me. The designation and appointment of the Company and its duly authorized
officers and agents as my agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable. 

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Intellectual Property
made by me (solely or jointly with others) during the term of my Relationship with the Company. The records will be in the form of notes, sketches, drawings, and works of original authorship, photographs, negatives, digital images or any other
format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. 
 (d) Intellectual Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by me
prior to my Relationship with the Company (collectively referred to as “Prior Intellectual Property”), which belong to me, which relate to the Company’s proposed business, products or research and development,
and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior
Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual
Property as part of or in connection with such Company property. Such lists of Prior Intellectual Property may be continued in Appendix A attached hereto. 
 Prior Intellectual Property: 
  

					
	Title	 	Date	 	 Identifying Number
 or Brief Description

	
	  

	
	  

	
	  


 (e) Exception to Assignments. I understand that the provisions of this Intellectual
Property Agreement requiring assignment of Intellectual Property to the Company are limited to Section 2870 of the California Labor Code, which is attached hereto as Appendix B, and do not apply to any intellectual property
that (i) I develop entirely on my own time; and (ii) I develop without using Company equipment, supplies, facilities, or trade secret information; and (iii) do not result from any work performed by me for the Company;
and (iv) do not relate at the time of 

  
 -3-









 
conception or reduction to practice to the Company’s current or anticipated business, or to its actual or demonstrably anticipated research or development. Any such intellectual property
will be owned entirely by me, even if developed by me during the time period in which I am employed by the Company. I will advise the Company promptly in writing of any intellectual property that I believe meet the criteria for exclusion set forth
herein and are not otherwise disclosed pursuant to Section 3(d) above or in Appendix A hereto. 
 (f) Return of
Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all works of original authorship, photographs,
negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items
developed by me pursuant to my Relationship with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my Relationship with the Company, I agree to sign and deliver the
“Termination Certificate” attached hereto as Appendix C. 
 4. Notification of New
Employer. In the event that I leave the employ of the Company, I hereby grant Company consent to notify my new employer or consulting client about my rights and obligations under this Intellectual Property Agreement. 

5. No Solicitation of Employees. In consideration for my Relationship with the Company and other valuable consideration, receipt of which
is hereby acknowledged, I agree that during the period of my Relationship with the Company as an employee, officer and/or director and for a period of twelve (12) months thereafter I shall not solicit the employment of any person who shall then
be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation,
association or other entity, directly or indirectly. 
 6. Representations. I represent that my performance of all the terms of
this Intellectual Property Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Relationship with the Company. I have not entered into, and I agree I will not
enter into, any oral or written agreement in conflict herewith. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Intellectual Property Agreement. 

7. Arbitration and Equitable Relief. 
 (a) Arbitration. Except as provided in Section (b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach
of this Intellectual Property Agreement, shall be settled by arbitration to be held in San Francisco, California, in accordance with the rules then in effect of the American Arbitration Association, provided however, the parties will be entitled to
full and liberal evidentiary discovery in accordance with the rules governing civil litigation in courts of the same jurisdiction. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator
shall be final, conclusive and binding on the parties to the 

  
 -4-









 
arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company will pay the costs and expenses of such arbitration, and each of us shall
separately pay our counsel fees and expenses. 
 (b) Equitable Remedies. Each of the Company and I agree that
disputes relating to or arising out of a breach of the covenants contained in this Intellectual Property Agreement would likely require injunctive relief to maintain the status quo of the parties pending the appointment of an arbitrator pursuant to
this Intellectual Property Agreement. The parties hereto also agree that it would be impossible or inadequate to measure and calculate the damages from any breach of the covenants contained in this Intellectual Property Agreement prior to resolution
of any dispute pursuant to arbitration. Accordingly, pursuant to C.C.P. §1281.8(b), if either party claims that the other party has breached any covenant of this Intellectual Property Agreement, that party will have available, in addition to
any other right or remedy, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and/or to specific performance of any such provision of this Intellectual Property Agreement pending
resolution of the dispute through arbitration. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and hereby consents to the issuance of such injunction and to the ordering of specific
performance. However, upon appointment of an arbitrator, the arbitrator shall review any interim, injunctive relief granted by a court of competent jurisdiction and shall have the discretion, jurisdiction, and authority to continue, expand, or
dissolve such relief pending completion of the arbitration of such dispute or controversy. The parties agree that any orders issued by the arbitrator may be enforced by any court of competent jurisdiction if necessary to ensure compliance by the
parties. 
 8. General Provisions. 
 (a) Governing Law; Consent to Personal Jurisdiction. This Intellectual Property Agreement will be governed by the laws of the State of California as they apply to contracts entered into and
wholly to be performed within such State. I hereby expressly consent to the nonexclusive personal jurisdiction and venue of the state and federal courts located in the federal Northern District of California for any lawsuit filed there by either
party arising from or relating to this Intellectual Property Agreement. 
 (b) Entire Agreement. This Intellectual
Property Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Intellectual Property
Agreement, nor any waiver of any rights under this Intellectual Property Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the
validity or scope of this Intellectual Property Agreement. 
 (c) Severability. If one or more of the provisions
in this Intellectual Property Agreement are deemed void by law, then the remaining provisions will continue in full force and effect. 
 (d) Successors and Assigns. This Intellectual Property Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the


  
 -5-









 
benefit of the Company, its successors, and its assigns. 
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -6-









 



 
 IN WITNESS WHEREOF, the undersigned has executed this Employment, Confidential Information and
Intellectual Property Assignment Agreement as of October 17, 2011. 
  

			
	By:	 	 /s/ Scott Darling

		
	Name:	 	 Scott Darling

		
	Address:	 	  

		
		 	  



  

			
	WITNESS
		
	By:	 	  

		
	Name:	 	  

		
	Address:	 	  

		
		 	  









 APPENDIX A: INTELLECTUAL PROPERTY NOT ASSIGNED 

  
 -2-









 



 
 APPENDIX B 
 California Labor Code Section 2870. Application of provision that employee shall assign or offer to assign rights in invention to employer. 

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either: 
 (1) Relate at the time of conception or reduction to practice of the invention to the employer’s
business, or actual or demonstrably anticipated research or development of the employer. 
 (2) Result from any work performed by
the employee for the employer. 
 (b) To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.