In each case outlined above, the severance payments are contingent upon your signing a generalrelease of claims in favor of the Company and such release of claims becoming irrevocableprior to the date of payment. Additionally, in the event of such a termination of employmentthe Company will reimburse you and any covered dependents for your medical benefit COBRApremiums for a period of six (6) months following your termination.In the event that within three (3) months before or within twelve (12) months following aChange of Control you are terminated by the Company without Cause (and other than as a resultof your death or disability), or you resign for Good Reason, you will be entitled to theaforementioned severance package and immediate vesting as to a total of fifty percent (50%) ofyour then unvested options. In addition, the period for which you will be eligible to receivereimbursement 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 dutiesfor the Company or any breach of fiduciary duties to the Company, conviction of, or plea ofguilty or no contest to any felony, any act of fraud or embezzlement, material violation of aCompany policy or any unauthorized use or disclosure of confidential information or tradesecrets of the Company or its affiliates, or failure to cooperate in any Companyinvestigation. Neither bad judgment nor mere negligence nor an act of omission reasonablybelieved by you to have been in, or not opposed to, the interests of the Company, shallconstitute examples of gross negligence.For purposes of this offer letter, “Change of Control” results when: (i) any person or entityother than a stockholder of the Company (or any parent corporation) as of the date of thisoffer letter becomes the beneficial owner, directly or indirectly, of securities of theCompany (or any parent corporation) representing fifty percent (50%) or more of the totalvoting power of all of the Company’s (or any parent corporation’s) then outstanding votingsecurities, (ii) a merger or consolidation of the Company (or any parent corporation) in whichthe Company’s (or any parent corporation’s) voting securities immediately prior to the mergeror consolidation do not represent, or are not converted into securities that represent, amajority of the voting power of all voting securities of the surviving entity immediatelyafter the merger or consolidation, or (iii) a sale of all or substantially all of the assetsof the Company (or any parent corporation) or a liquidation or dissolution of the Company (orany 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, title,authority or responsibilities, relative to your compensation, duties, titles, authority orresponsibilities or the assignment to you of such reduced duties, title, authority orresponsibilities.For purposes of this offer letter, you can resign for “Good Reason” within ninety (90) daysafter the occurrence of any of the following without your express written consent: (i) amaterial reduction of your base compensation, or (ii) a relocation of your principal place ofemployment to a facility or location more than one hundred (100) miles from the currentlocation of the Company’s Corporate offices as in effect on the date upon which this offerletter is executed, unless the move is part of a relocation of the Company’s main corporateoffices.
 
 

 
Notwithstanding anything herein to the contrary, no event described above shall constituteGood Reason unless (x) you provide the Company notice of such event within thirty (30) daysafter 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 eventwithin thirty (30) days after delivery of such notice.Any other changes to our at-will employment relationship will be effective only if containedin a written agreement for that purpose, signed by you and the Company’s CEO or Chairman ofthe Board.This letter sets forth the key terms of your proposed employment by the Company, but is notintended and shall not be construed as an employment contract. By signing below, you acceptthe terms of employment as outlined above and with the understanding that the employmentrelationship established by this offer letter is “at-will”. At-will employment means thateither you or the Company may terminate the employment relationship at any time, with orwithout notice, and with or without cause. The Company, as an at-will employer, reserves theright to modify, revoke, suspend, terminate or change any or all such terms of employment, inwhole or in part, at any time with or without notice. Nothing in terms of employment, eitherimplied 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. anyknowledge or information coming into your possession during your employment with respect toconfidential or secret documents, processes, plans, formulae, devices or material relating tothe business and activities of Ancestry.com Inc.By signing this letter, you confirm to the Company that you are under no contractual or otherlegal obligation that would prohibit you from performing your duties for the Company asdescribed herein.By signing this letter you acknowledge that the provisions of this restated offer letter havebeen read, are understood, and the continued employment on the terms and conditions describedherein is herewith accepted. This offer letter, together with the agreements specificallyreferenced herein along with the Agreement to Protect Company Property document you signedpreviously, supersedes and preempts all prior or contemporaneous oral or writtenunderstandings and agreements with respect to the subject matter hereof between you and theCompany, including, without limitation, that certain offer letter dated August 2008 betweenyou and Ancestry.com Inc and the updated offer letter provided to you in July 2009. Pleasesignify your acceptance of this updated offer and to further indicate that you understand thatthis letter does not constitute an employment contract, by signing where indicated below andreturning this letter to me by April 5, 2010.
 
 

 
If you have any additional questions, please feel free to contact me at (801) 705-7000.Sincerely,/s/ Tim SullivanTim Sullivan