Exhibit 10.34





EXHIBIT 10.34




March 30, 2010



Dear Eric:



I am pleased to provide the following update to the elements of the remuneration package for
your position of Senior Vice President Product for Ancestry.com Inc. reporting to Tim Sullivan
as follows:



	 	 	 
	Salary:

	 	$220,000 annualized, payable semi-monthly according to normal Company payroll policy.
Effective date is March 18, 2010.
	 
	 	 
	Bonus:

	 	Target annual bonus of 40% of Salary based upon Company and individual performance
goals established by the Company per the terms and conditions of the Company’s
Performance Incentive Program. You must be employed by the Company at the time of the
bonus payout in order to receive the payout.






In addition to the foregoing, you have the opportunity to continue to participate in all
available benefits offered generally to employees of the Company from time to time. These
currently include paid time off, holidays, health, dental, life, disability, a Section 125
cafeteria plan, tuition reimbursement and the Company’s 401(k) retirement plan, all subject to
the Company’s policies and procedures. The scope and extent of employee benefits offered by
the Company may change from time to time. As a condition to your employment by the Company,
you will be required to sign the Company’s standard Agreement to Protect Company Property, a
copy of which is enclosed with this letter.



Employment with Ancestry.com Inc. is for no specific period of time and constitutes “at will”
employment. Both you and Ancestry.com Inc. are free to terminate our at-will employment
relationship at any time for any reason, with or without cause and with or without notice.
Notwithstanding the foregoing, if the Company terminates your employment without Cause (and
other than as a result of your death or disability) or you resign for Good Reason, you will be
eligible for a severance package as follows:



The Company will pay you a severance amount equal to six (6) months of Salary paid out over
regular Company payroll periods. In addition, following any such termination of employment
you will be entitled to an additional severance payment equal to 80% of your Average Annual
Bonus, prorated based on the number of months you were employed during the year of
termination. For purposes of this offer letter, “Average Annual Bonus” means the average
annual bonus earned by you under the Company’s Performance Incentive Program (or successor
annual bonus program) for the year of termination for performance over the two (2) years
preceding the year of termination or the previous bonus payment if less than two (2) years.


 


 









 





In each case outlined above, the severance payments are contingent upon your signing a general
release of claims in favor of the Company and such release of claims becoming irrevocable
prior to the date of payment. Additionally, in the event of such a termination of employment
the Company will reimburse you and any covered dependents for your medical benefit COBRA
premiums 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 a
Change of Control you are terminated by the Company without Cause (and other than as a result
of your death or disability), or you resign for Good Reason, you will be entitled to the
aforementioned severance package and immediate vesting as to a total of fifty percent (50%) of
your then unvested options. In addition, the period for which you will be eligible to receive
reimbursement 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 duties
for the Company or any breach of fiduciary duties to the Company, conviction of, or plea of
guilty or no contest to any felony, any act of fraud or embezzlement, material violation of a
Company policy or any unauthorized use or disclosure of confidential information or trade
secrets of the Company or its affiliates, or failure to cooperate in any Company
investigation. Neither bad judgment nor mere negligence nor an act of omission reasonably
believed by you to have been in, or not opposed to, the interests of the Company, shall
constitute examples of gross negligence.



For purposes of this offer letter, “Change of Control” results when: (i) any person or entity
other than a stockholder of the Company (or any parent corporation) as of the date of this
offer letter becomes the beneficial owner, directly or indirectly, of securities of the
Company (or any parent corporation) representing fifty percent (50%) or more of the total
voting power of all of the Company’s (or any parent corporation’s) then outstanding voting
securities, (ii) a merger or consolidation of the Company (or any parent corporation) in which
the Company’s (or any parent corporation’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 voting securities of the surviving entity immediately
after the merger or consolidation, or (iii) a sale of all or substantially all of the assets
of the Company (or any parent corporation) or a liquidation or dissolution of the Company (or
any parent corporation).



For purposes of this offer letter, you can resign for “Good Reason” within twelve (12) months
following a change of control and within ninety (90) days after the occurrence of any of the
following without your consent: a material reduction of your compensation, duties, title,
authority or responsibilities, relative to your compensation, duties, titles, authority or
responsibilities or the assignment to you of such reduced duties, title, authority or
responsibilities.



For purposes of this offer letter, you can resign for “Good Reason” within ninety (90) days
after the occurrence of any of the following without your express written consent: (i) a
material reduction of your base compensation, or (ii) a relocation 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 Corporate offices as in effect on the date upon which this offer
letter is executed, unless the move is part of a relocation of the Company’s main corporate
offices.


 


 









 





Notwithstanding anything herein to the contrary, no event described above shall constitute
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 the
event that you believe constitutes Good Reason and (y) the Company fails to cure such event
within thirty (30) days after delivery of such notice.



Any other changes to our at-will employment relationship will be effective only if contained
in a written agreement for that purpose, signed by you and the Company’s CEO or Chairman of
the Board.



This letter sets forth the key terms of your proposed employment by the Company, but is not
intended and shall not be construed as an employment contract. By signing below, you accept
the terms of employment as outlined above and with the understanding that the employment
relationship established by this offer letter is “at-will”. At-will employment means that
either you or the Company may terminate the employment relationship at any time, with or
without notice, and with or without cause. The Company, as an at-will employer, reserves the
right to modify, revoke, suspend, terminate or change any or all such terms of employment, in
whole or in part, at any time with or without notice. Nothing in terms of employment, either
implied 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. any
knowledge or information coming into your possession during your employment with respect to
confidential or secret documents, processes, plans, formulae, devices or material relating to
the business and activities of Ancestry.com Inc.



By signing this letter, you confirm to the Company that you are under no contractual or other
legal obligation that would prohibit you from performing your duties for the Company as
described herein.



By signing this letter you acknowledge that the provisions of this restated offer letter have
been read, are understood, and the continued employment on the terms and conditions described
herein is herewith accepted. This offer letter, together with the agreements specifically
referenced herein along with the Agreement to Protect Company Property document you signed
previously, supersedes and preempts all prior or contemporaneous oral or written
understandings and agreements with respect to the subject matter hereof between you and the
Company, including, without limitation, that certain offer letter dated August 2008 between
you and Ancestry.com Inc and the updated offer letter provided to you in July 2009. Please
signify your acceptance of this updated offer and to further indicate that you understand that
this letter does not constitute an employment contract, by signing where indicated below and
returning 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 Sullivan



Tim Sullivan

CEO

Ancestry.com Inc.




Accepted and agreed to this 2nd day of April, 2010.



	 	 	 
	/s/ Eric Shoup
 

Eric Shoup