Document

Exhibit 10.4

Expensify, INC.
548 Market Street, #61434
San Francisco, CA 94104
February 4th, 2013
Ryan Schaffer
Re:          EMPLOYMENT AGREEMENT
Dear Ryan:
On behalf of Expensify,  Inc., a Delaware corporation (the "Company), I am pleased to offer you  the  position  of  Marketing  Jedi  of the  Company.    Your  employment  by  the Company  shall be governed by the following terms and conditions (this "Agreement"):
1.Duties and Scope of Employment.
a.Position.    For  the  term  of your  employment  under  this  Agreement   (your "Employment"), the Company agrees to employ you in the position of Marketing Jedi or in such other position  as the  Company  subsequently  may  assign to you.    You will report  to the Company's  Chief Executive  Officer  or to such other person as the Company  subsequently  may determine.   You will be working  out  of the  Company's  office in  San  Francisco.    You will perform  the  duties  and have  the responsibilities  and  authority  customarily  performed  and held by an employee in your position  or as otherwise may be assigned or delegated to you by the Company's Chief Executive Officer.
b.Obligations to the Company.    During  your  Employment,  you shall devote your  full business  efforts and time to the Company.   During your Employment, without the prior written approval  of the Company's Chief Executive  Officer, you shall not render services in any capacity to any other person  or entity and shall not act as a sole proprietor or partner of any  other person  or entity or own more than five percent  of the stock of any other corporation.   Notwithstanding  the foregoing, you may  serve  on  corporate,  civic  or charitable  boards  or  committees, deliver  lectures,  fulfill  speaking engagements,  teach at educational  institutions,  or manage  personal  investments  without  such advance written  consent,  provided  that such  activities  do not individually  or in the aggregate interfere with the performance of your duties under this Agreement.   You shall comply with the Company's policies and rules, as they may be in effect from time to time during your Employment.
c.No Conflicting Obligations.    You represent and warrant to the Company that you  are under no obligations  or commitments,  whether  contractual  or otherwise,  that are inconsistent  with your  obligations  under this  Agreement.   In connection with your Employment, you shall not use or disclose  any trade secrets or other proprietary  information  or intellectual property  in which you  or any other person has any right, title or interest  and your Employment  will not infringe or violate the rights of any other person.   You represent  and warrant  to the Company  that you have returned all property and confidential information belonging to any prior employer.
d.Commencement Date.    You shall commence  full-time Employment as soon as reasonably  practicable  and in no event later than March 11th, 2013.
2.Cash and Incentive Compensation.
a.Salary.    The  Company  shall  pay  you  as compensation  for your  services an initial base salary at a gross annual rate of $80,000.   Such salary shall be payable in accordance  with the Company's  standard  payroll  procedures.     The  annual  compensation specified  in  this  subsection  a, together  with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement  as "Base Salary."
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b.Vacation/PTO  and Employee  Benefits.   During your Employment, you shall be  eligible   to  participate  in  the  employee  benefit  plans  maintained by  the  Company  and  generally available   to  similarly   situated   employees   of the  Company,   subject in  each  case  to  the  generally applicable  terms  and  conditions  of the  plan  in  question  and  to the determinations  of any person  or committee  administering  such plan.
3.Business   Expenses     The  Company  will  reimburse   you  for  your  necessary  and reasonable  business  expenses incurred in connection  with your duties hereunder  upon presentation of an itemized  account  and  appropriate  supporting  documentation,  all in  accordance  with  the Company's generally applicable  policies.
4.Termination.
a.Employment  at Will   Yom· Employment shall be "at will," meaning that either you or the Company  shall be entitled to terminate  your Employment  at any time and for any reason, with or without  Cause.   Any  contrary representations that may have been made to you  shall be superseded by this Agreement.   This Agreement  shall constitute  the full and complete  agreement between  you and the  Company  on the  "at-will"  nature  of your  Employment,  which  may only be changed in an express written agreement  signed by you and a duly authorized  officer of the Company.
b.Rights Upon Termination.   Except as expressly  provided  in Section 6, upon
the termination of your  Employment,  you shall only be entitled to the compensation  and benefits eamed and the reimbursements described in this Agreement  for the period preceding  the effective  date of the termination
5.Pre-Employment Conditions
a.Confidentiality     Agreement.          Your  acceptance of this offer and commencement of employment with the Company  is contingent  upon the execution,  and delivery to an officer   of the   Company,   of the   Company's   Confidential   Information  and  Invention  Assignment Agreement,    a  copy   of which   is  enclosed   for  your   review   and  execution   (the   “Confidentiality Agreement”), prior to or on your Start Date.
b.Right to Work  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 Strut Date, or our employment relationship  with you may be tenninated.
6.Successors.
a.Company's  Successors   This Agreement  shall be binding upon any successor (whether  direct  or  indirect   and  whether  by  purchase,   lease,  merger,  consolidation,  liquidation  or otherwise)  to all or substantially  all of the Company's  business  and/or assets.   For all purposes  under this  Agreement,  the term  "Company" shall include  any successor  to the Company's  business  or assets that becomes bound by this Agreement.
b.Your Successors   This Agreement  and all of your rights hereunder shall inure to   the benefit of, and be enforceable  by, your personal or legal representatives, executors, administrators,  successors,  heirs, distributees,  devisees and legatees.
7.Miscellaneous  Provisions.
a.Notice.   Notices and all other communications contemplated by this Agreement shall  be  in writing  and  shall be deemed  to have  been  duly given  when  personally  delivered  or when mailed by U.S.  registered  or certified mail, return receipt requested  and postage prepaid.   In your case, mailed notices  shall be addressed to you at the home  address that you most recently  communicated to the Company  in writing.   In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention  ofits Secretary.
b.Modifications   and  Waivers.    No  provision   of  this  Agreement  shall  be modified,  waived  or discharged  unless the modification, waiver or discharge  is agreed to in writing and signed by you and by an authorized officer of the Company  (other than you).  No waiver by either party of any breach  of, or of compliance  with, any condition  or provision  of this Agreement  by the other party shall be considered a waiver of any other condition  or provision  or of the same condition  or provision  at another time.
c.Whole Agreement.    No other agreements,  representations  or understandings (whether  oral  or written  and  whether  express  or implied)  which  are not  expressly  set forth  in this Agreement have  been  made  or entered  into  by either party with respect to the subject matter  hereof. This  Agreement  and  the  Confidentiality  Agreement  contain the entire understanding of the parties with respect to the subject matter hereof.
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d.Withholding  Taxes.   All payments  made under this Agreement  shall be subject to reduction  to reflect taxes or other charges required  to be withheld  by law.
e.Choice  of Law  and  Severability.    This  Agreement   shall  be  interpreted  in accordance  with  the  laws  of the  State of California  without  giving  effect  to provisions  governing  the choice of law.   If any provision  of this Agreement becomes or is deemed invalid, illegal or unenforceable in  any  applicable  jurisdiction  by  reason  of the  scope,  extent  or  duration  of its coverage,  then  such provision  shall be deemed amended to the minimum  extent necessary to conform  to applicable  law so as to be valid  and  enforceable   or, if such provision  cannot be so amended  without  materially  altering the intention of the parties,  then such provision  shall be stricken and the remainder  of this Agreement  shall continue  in full force and effect.   If any provision  of this Agreement  is rendered  illegal by any present or future statute,  law, ordinance  or regulation  (collectively,  the "Law'') then that provision shall be curtailed or limited only to the minimum  extent necessary to bring the provision into compliance with the Law.  All the  other  terms  and  provisions   of this  Agreement   shall  continue  in  full  force  and  effect  without impairment or limitation.
f.No  Assignment,     This   Agreement   and  all  of your  rights   and  obligations hereunder   are  personal   to you  and  may  not  be  transferred  or  assigned  by  you  at  any  time.    The Company   may  assign  its  rights  under  this  Agreement  to  any  entity  that  assumes  the  Company's obligations   hereunder  in connection  with  any  sale  or transfer  of all  or  a  substantial   portion  of the Company's assets to such entity.
g.Counterparts   This  Agreement may be executed in two or more counterparts, each  of which  shall be  deemed  an original,  but all of which together  shall constitute  one and the same instrument.
[Signature Page Follows]
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We  are  all delighted  to be  able to extend  you this  offer  and look  forward  to working  with you.   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, along with a signed and dated original  copy of the Confidentiality Agreement, on or before  March  1st,  2013.   The Company  requests  that you begin  work in this new position  on or before  March  11th,  2013.    Please  indicate  the date  (either  on or before  the aforementioned date) on which you expect to begin work in the space provided  below (the "Start Date")
									
	Very truly yours,
			
	Expensify, INC.
			
	By:	/s/ David Barrett
			
	Name:	David Barrett
			
	Title:	President and Chief Executive Officer


			
	ACCEPTED AND AGREED:
	
	Ryan Schaffer
	
	/s/ Ryan Schaffer
	
	Date 2/5/2013
	
	Anticipated Start Date:   March 4th, 2013



Attachment A:  Confidential Information and Invention  Assignment Agreement
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ATTACHMENT A
CONFIDENTIAL INFORMATION
AND INVENTION ASSIGNMENT AGREEMENT
(See Attached)
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