Employment Offer Letter - John Amster



 Exhibit 10.2 
 RPX CORPORATION 
 460 BUSH
STREET 
 SAN FRANCISCO, CA 94108 

August 10, 2008 
 John Amster

 [Address] 
 Dear John: 

RPX Corporation (the “Company”) is pleased to offer you employment on the following terms: 

1. Position. Your initial title will be Co-Chief Executive Officer, and you will initially report to the
Company’s Board of Directors. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a
conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 

2. Cash Compensation. The Company will pay you a starting salary at the rate of $300,000 per
year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to
be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on objective or subjective criteria established jointly by you and the Company’s Board of Directors. Your target bonus will be
equal to $200,000 per year, but it is expected that the bonus will be payable in quarterly installments. Any bonus for the fiscal period in which your employment begins will be prorated, based on the number of days you are employed by the Company
during that fiscal period. Any bonus for a fiscal year will be paid within 2 1/2 months after the close of that fiscal year. The determinations of the Company’s Board of Directors with respect to your bonus will be final and binding. 

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of
Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. 

4. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a
condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. 








  
 John Amster

 August 10, 2008 
 Page 2 
  
  

 5. Employment Relationship. Employment with the Company is for no
specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may
have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you). 

6. Tax Matters. 
 (a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

 (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the
Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities
arising from your compensation. 
 7. Interpretation, Amendment and Enforcement. This letter agreement
and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied)
between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any
disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the
Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco,
California, in connection with any Dispute or any claim related to any Dispute. 
 * * * * * 








  
 John Amster

 August 10, 2008 
 Page 3 
  
  

 You may indicate your agreement with these terms and accept this offer by
signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. As required by law, your employment with the Company is contingent upon your
providing legal proof of your identity and authorization to work in the United States. 
  

			
	 Very truly yours,

	
	RPX CORPORATION
		
	 By:
	 	 /s/ Geof Barker

	 Name: Geof Barker

	 Title: Co-Chief Executive Officer



 I have read and accept this employment offer: 
  

			
	 /s/ John Amster

	John Amster
		
	 Dated:
	 	 8/9/08


 Attachment 
 Exhibit A: Proprietary Information and Inventions Agreement