EX-10.9





 Exhibit 10.9 

CONFIDENTIAL 
 FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT 
 This First Amendment to Employment Agreement (this “Amendment”), delivered
April 7, 2022, confirms the following understandings and agreements between Life360, Inc. (the “Company”) and Charles J. Prober (“Executive”). In consideration of the promises set forth herein, Executive
and the Company agree as follows: 
 RECITALS 

WHEREAS, Executive and the Company previously entered into an Employment Agreement that became effective on the closing of that certain
business combination between the Company and Tile, Inc. (the “Employment Agreement”). 
 NOW, THEREFORE, in
consideration of the promises and mutual covenants contained herein, and intending to be legally bound hereby, the parties agree that the Employment Agreement is amended as follows: 

AMENDMENT 
  

	1.	 Section 4(c) of the Employment Agreement is hereby amended to remove the following
sentence therefrom: 


 “In addition, no portion of the Retention Equity Award will vest unless the Business
Performance Requirements are met.” 
  

	2.	 Section 4(c) of the Employment Agreement is hereby amended to replace the second sentence
with the following: 


 “The Retention Equity Award will consist of 427,573 RSU’s with a value of 

$12,000,006 (the “Original Retention Equity Award”) plus an additional 187,286 RSU’s (the “Top Up Retention Equity
Award”).” 
  

	3.	 Clause (v) of Section 6(a) of the Employment Agreement is hereby
amended by replacing it in its entirety with the following new Clause (v): 


 “for all equity or equity-based
award(s) granted to Executive from time to 
 time, including the Top Up Retention Equity Award, and with the exception 

only of the Original Retention Equity Award and any equity that was 

revested by Executive in connection with the Merger Agreement (both 

addressed in Section 6(a)(vi) herein), if such separation occurs within 

twelve (12) months after a Change of Control of Parent (as defined in 

Parent’s Amended and Restated 2011 Stock Plan or any successor thereto), 

then 100% of any then outstanding equity awards shall become 100% vested 

(provided, however, that if such vesting would violate any regulatory 

provisions, including, without limitation, any regulations with respect to the 

Australian Securities Exchange, then such vesting shall not occur and the 

Executive and Parent shall, in good faith, consider alternative arrangements 

designed to provide similar economic value to the Executive).” 













	4.	 The final clause (vi) of Section 6(a) of the Employment Agreement is
hereby amended by replacing it in its entirety with the following new clause:  


 “the Original Retention Equity
Award and any equity that was revested by Executive in connection with the Merger Agreement (but not, for avoidance of doubt, any other equity or equity-based award granted to Executive from time to time, including but not limited to the Top Up
Retention Equity Award), to the extent then unvested, shall accelerate and become 100% vested.” 
  

	5.	 No other modification. Except as provided herein, the provisions of the Employment Agreement shall
remain in full force and effect following the adoption of this Amendment, and this Amendment shall not constitute a modification or waiver of any provision of the Employment Agreement except as provided herein. 



 

	6.	 Governing Law; Jurisdiction. Section 13(e) (Governing Law; Consent to Jurisdiction; Jury Trial
Waiver) of the Employment Agreement shall apply to this Amendment as if fully set forth herein. 



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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth
below. 
  

			
	LIFE360, INC.
		
	By:	 	/s/ Chris Hulls
		 	Chris Hulls
		 	CEO


  

			
	EXECUTIVE
		
		 	/s/ Charles J. Prober
		 	Dated: 4/11/2022 | 8:02 AM PDT