Exhibit 10.31

 

LEGALZOOM.COM, INC.

101 N. Brand Blvd., Suite 1100

Glendale, CA 91203

 

June 21, 2012

 

Mr. Daniel Cooperman

 

Re: LegalZoom.com, Inc.

 

Dear Dan:

 

We are very pleased to offer you a position as a member of the Board of Directors (the “Board”) of LegalZoom.com, Inc. (the “Company”).  This offer, which is subject to the approval of each of the current members of our Board, is based on the following terms and conditions:

 

	
Start Date:  
    	
Commencing on the closing date of the proposed initial public offering   of the Company (the “Effective Date”), you will serve as a member of   the Board until the annual meeting for the year in which your term expires or   until your successor has been elected and qualified, subject however, to your   prior death, resignation, retirement, disqualification or removal from   office. 
    
	
 
    	
 
    
	
Term:
    	
Your   initial term on the Board shall be two (2) years. 
    
	
 
    	
 
    
	
Committees:
    	
You   acknowledge and agree that, in order to meet SEC and NYSE rules, you will be   required to serve on one or more of the Board’s Audit Committee, Compensation   Committee and/or Nominating and Governance Committee, and that such committee   assignments will be as agreed between you and the Company, and that you will   be compensated for service on any committee as provided herein. 
    
	
 
    	
 
    
	
Cash   Compensation:
    	
In   consideration of your services as a member of the Board, you will receive a   $25,000 annual cash retainer to be paid in arrears in equal quarterly   installments for so long as you remain a member of the Board.
    
	
 
    	
 
    
	
 
    	
In   consideration for your services as Chair of the Audit Committee, if   applicable, you will receive a $15,000 annual cash retainer to be paid in   arrears in equal quarterly installments for so long as you remain the Audit   Committee Chair.
    
	
 
    	
 
    
	
 
    	
In   consideration for your services as Chair of the Compensation 
    


 

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Committee,   if applicable, you will receive a $7,500 annual cash retainer to be paid in   arrears in equal quarterly installments for so long as you remain the Compensation   Committee Chair. 
    
	
 
    	
 
    
	
 
    	
In   consideration for your services as Chair of the Nominating and Governance   Committee, if applicable, you will receive a $5,000 annual cash retainer to   be paid in arrears in equal quarterly installments for so long as you remain   the Nominating and Governance Committee Chair.
    
	
 
    	
 
    
	
 
    	
All   or a portion of your annual cash retainer may be deferred into a stock unit   account. The election for deferring your annual cash retainer must be made in   writing within thirty (30) days of joining the Board and prior to the start   of the new calendar year for subsequent elections or earlier as necessary to   comply with Internal Revenue Code §409A.    
    
	
 
    	
 
    
	
 
    	
You   will receive $1,000 per meeting for each Board and committee meeting that you   attend, to be paid in arrears on a quarterly basis. 
    
	
 
    	
 
    
	
Equity   Compensation Grants:
    	
In   connection with the Company’s initial public offering, if you are then   serving on the Board, you will receive both inducement and annual   compensatory equity grants (in the form of restricted stock units and stock   options which will each be subject to vesting conditions) in accordance with   the Company’s non-employee director compensation program. 
    
	
 
    	
 
    
	
Stock   Ownership Guidelines:
    	
In   order to promote long-term alignment of directors and stockholders interests,   the Company requires that you hold five times your annual cash retainer   (excluding any cash retainer for service on a committee or as a committee   chair or other service-related fees). You are expected to attain or exceed   the stock ownership guideline amount within five (5) years of the Effective   Date, and to remain at or above the guideline. 
    
	
 
    	
 
    
	
Responsibilities:
    	
As   a director of the Company, your duties and responsibilities will be those   reasonably and customarily associated with such position, including, without   limitation, attendance at all regular and special meetings of the Board and,   if you are a member of a committee of the Board, attendance at all regular   and special meetings of such committee. 
    
	
 
    	
 
    
	
No   Legal Services Provided:
    	
We   confirm that you will be providing services as a member of the board of   directors in your individual capacity, and will not be providing or called   upon to provide legal services to the Company.
    
	
 
    	
 
    
	
Expenses:
    	
The   Company will reimburse you for all reasonable, out-of-pocket costs and   expenses incurred by you in connection with attending Board meetings and, if   you are a member of a committee of the Board, committee meetings. 
    


 

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Confidentiality:
    	
As   a condition of this offer, you will be required to preserve the Company’s   proprietary and confidential information and you must comply with the   Company’s policies and procedures.    Accordingly, as a pre-condition to your appointment to the Board, you   are required to execute the Nondisclosure Agreement enclosed herewith. 
    
	
 
    	
 
    
	
Indemnification:
    	
In   the interest of retaining and attracting qualified individuals to provide   services to the Company, the Company has or will enter into an   Indemnification Agreement with each of its directors and executive   officers.  An Indemnification Agreement   will be provided to you to sign upon your acceptance. 
    


 

Your engagement as a member of the Board is contingent on all of the following:  (a) formal acceptance of this offer, (b) completion of a background, credit and reference check satisfactory to the Board and (c) a determination by the Board that you meet the independence requirements of the NYSE.  This offer to serve as a member of the Board shall be at the will of the Board, which means that this relationship can be terminated at any time by either party.  Upon accepting our offer to join the Board you agree we will have the right to mention your name and other customary information in documents we file with the Securities and Exchange Commission, press releases and other business documentation as appropriate, including, inclusion of such information in our registration statement and the related prospectus naming you as a person about to become a member of the Board and such other information regarding you as is required to be included therein under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

To accept this offer, please sign the acknowledgment at the end of this letter acknowledging and agreeing to the terms and conditions of your service as a member of the Board of the Company.

 

[Signature page follows]

 

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We sincerely hope that you decide to join the Board of Directors of the Company.  Please contact me with any questions regarding the foregoing.

 

	
 
    	
Sincerely,
    
	
 
    	
 
    
	
 
    	
LEGALZOOM.COM,   INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Suh
    
	
 
    	
 
    	
John   Suh
    
	
 
    	
 
    	
Chief   Executive Officer and Director
    
	
 
    	
 
    
	
ACKNOWLEDGED   AND AGREED TO BY:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Daniel Cooperman
    	
 
    	
 
    
	
Daniel   Cooperman
    	
 
    
	
 
    	
 
    
	
Date:   June 21, 2012
    	
 
    
				


 

I hereby consent to the inclusion in the Registration Statement on Form S-1 of LegalZoom.com, Inc., any amendments thereto, and in the related Prospectus, of (i) a reference naming me as a person about to become a member of the Board of Directors of LegalZoom.com, Inc. and (ii) such other information regarding me as is required to be included therein under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

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