For purposes of this offer letter, “Change of Control” results when: (i) any person or entity otherthan a stockholder of the Company (or any parent corporation) as of the date of this offer letterbecomes the beneficial owner, directly or indirectly, of securities of the Company (or any parentcorporation) representing fifty percent (50%) or more of the total voting power of all of theCompany’s (or any parent corporation’s) then outstanding voting securities, (ii) a merger orconsolidation of the Company (or any parent corporation) in which the Company’s (or any parentcorporation’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 votingsecurities of the surviving entity immediately after the merger or consolidation, or (iii) a saleof all or substantially all of the assets of the Company (or any parent corporation) or aliquidation or dissolution of the Company (or any parent corporation).For purposes of this offer letter, you can resign for “Good Reason” within twelve (12) monthsfollowing a change of control and within ninety (90) days after the occurrence of any of thefollowing without your consent: a material reduction of your compensation, duties, authority orresponsibilities, relative to your compensation, duties, authority or responsibilities or theassignment 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 afterthe occurrence of any of the following without your express written consent in circumstances notinvolving a change of control: (i) a material reduction of your base compensation, or (ii) arelocation 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 ineffect on the date upon which this offer letter is executed. Notwithstanding anything herein tothe contrary, no event described above in this paragraph and the preceding paragraph shallconstitute 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 theevent that you believe constitutes Good Reason and (y) the Company fails to cure such event withinthirty (30) days after delivery of such notice.Any other changes to our at-will employment relationship will be effective only if contained in awritten 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 becomeentitled under this agreement, or any agreement or plan referenced herein, in connection with yourtermination of employment constitute deferred compensation subject to (and not exempt from) Section409A 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 theearlier 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 avoidadverse 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 suchdeferral. Upon the expiration of the applicable deferral period, any payments which would haveotherwise been made
 
 

 
duringthat period (whether in a single sum or in installments) in the absence of this paragraph shall be paidto you or your beneficiary in one lump sum. For purposes of this agreement or any agreement or planreferenced herein, with respect to any payment that is subject to (and not exempt from) Section409A of the Code, termination of your employment shall be a “separation from service” within themeaning of Section 409A, and Section 1.409A-1(h) of the regulations thereunder.       ANCESTRY.COM INC.         By /s/ Timothy Sullivan         Name: Timothy Sullivan    Title: Chief Executive Officer  Accepted and agreed as of the date first above written.   /s/ Eric Shoup Name: Eric Shoup