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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-5769934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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14455 N. Hayden Road
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Scottsdale, Arizona 85260
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(Address of principal executive offices, including zip code)
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(480) 505-8800
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer (Do not check if a smaller reporting company)
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¨
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Smaller reporting company
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¨
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Page
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•
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our ability to continue to add new customers and increase sales to our existing customers;
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•
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our ability to develop new solutions and bring them to market in a timely manner;
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•
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our ability to timely and effectively scale and adapt our existing solutions;
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•
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our dependence on establishing and maintaining a strong brand;
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•
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the occurrence of service interruptions and security or privacy breaches;
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•
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system failures or capacity constraints;
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•
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the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;
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•
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our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including changes in technology and development, marketing and advertising, general and administrative and Customer Care expenses, and our ability to achieve and maintain, future profitability;
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•
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our ability to continue efficiently acquiring customers, maintaining our high customer retention rates and maintaining the level of our customers’ lifetime spend;
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•
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our ability to provide high quality Customer Care;
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•
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the effects of increased competition in our markets and our ability to compete effectively;
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•
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our ability to expand internationally;
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•
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the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;
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•
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our ability to effectively manage our growth and associated investments;
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•
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our ability to integrate recent or potential future acquisitions;
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•
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our ability to maintain our relationships with our partners;
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•
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adverse consequences of our substantial level of indebtedness;
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•
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our ability to maintain, protect and enhance our intellectual property;
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•
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our ability to maintain or improve our market share;
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•
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sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;
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•
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beliefs and objectives for future operations;
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•
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our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States and internationally;
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•
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economic and industry trends or trend analysis;
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•
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the attraction and retention of qualified employees and key personnel;
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•
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the amount and timing of any payments we make under tax receivable agreements (TRAs) or for tax distributions;
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•
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the future trading prices of our Class A common stock;
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June 30,
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December 31,
|
||||
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2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
472.1
|
|
|
$
|
348.0
|
|
Short-term investments
|
9.6
|
|
|
4.5
|
|
||
Accounts and other receivables
|
7.4
|
|
|
4.8
|
|
||
Registry deposits
|
21.0
|
|
|
18.7
|
|
||
Prepaid domain name registry fees
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310.6
|
|
|
292.6
|
|
||
Prepaid expenses and other current assets
|
40.0
|
|
|
25.3
|
|
||
Total current assets
|
860.7
|
|
|
693.9
|
|
||
Property and equipment, net
|
233.3
|
|
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225.0
|
|
||
Prepaid domain name registry fees, net of current portion
|
170.4
|
|
|
163.7
|
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Goodwill
|
1,664.9
|
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1,663.4
|
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Intangible assets, net
|
727.7
|
|
|
735.3
|
|
||
Other assets
|
6.7
|
|
|
12.1
|
|
||
Deferred tax assets
|
7.0
|
|
|
5.4
|
|
||
Total assets
|
$
|
3,670.7
|
|
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$
|
3,498.8
|
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Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
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|
||||
Accounts payable
|
$
|
66.3
|
|
|
$
|
39.4
|
|
Accrued expenses and other current liabilities
|
129.0
|
|
|
127.0
|
|
||
Payable to related parties for tax distributions
|
—
|
|
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5.3
|
|
||
Payable to related parties pursuant to tax receivable agreements
|
6.9
|
|
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—
|
|
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Deferred revenue
|
1,026.8
|
|
|
937.7
|
|
||
Long-term debt
|
4.1
|
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4.2
|
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Total current liabilities
|
1,233.1
|
|
|
1,113.6
|
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Deferred revenue, net of current portion
|
518.2
|
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478.5
|
|
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Long-term debt, net of current portion
|
1,037.7
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1,039.8
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|
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Payable to related parties pursuant to tax receivable agreements, net of current portion
|
193.9
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151.6
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Other long-term liabilities
|
33.9
|
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34.3
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Commitments and contingencies
|
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|
||||
Stockholders' equity:
|
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|
||||
Preferred stock, $0.001 par value - 50,000 shares authorized; none issued and outstanding
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—
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—
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Class A common stock, $0.001 par value - 1,000,000 shares authorized; 82,042 and 67,083 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
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0.1
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0.1
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Class B common stock, $0.001 par value - 500,000 shares authorized; 79,258 and 90,398 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
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0.1
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0.1
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Additional paid-in capital
|
489.7
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454.6
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Accumulated deficit
|
(51.6
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)
|
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(32.2
|
)
|
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Accumulated other comprehensive income
|
2.9
|
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3.2
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Total stockholders' equity attributable to GoDaddy Inc.
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441.2
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425.8
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Non-controlling interests
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212.7
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255.2
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Total stockholders' equity
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653.9
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681.0
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Total liabilities and stockholders' equity
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$
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3,670.7
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$
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3,498.8
|
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Revenue:
|
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||||||||
Domains
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$
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229.8
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$
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208.5
|
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$
|
448.7
|
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$
|
407.7
|
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Hosting and presence
|
167.5
|
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145.5
|
|
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327.9
|
|
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285.7
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||||
Business applications
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58.9
|
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40.5
|
|
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113.3
|
|
|
77.4
|
|
||||
Total revenue
|
456.2
|
|
|
394.5
|
|
|
889.9
|
|
|
770.8
|
|
||||
Costs and operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
162.1
|
|
|
139.7
|
|
|
316.5
|
|
|
276.9
|
|
||||
Technology and development
|
70.2
|
|
|
67.0
|
|
|
141.9
|
|
|
133.9
|
|
||||
Marketing and advertising
|
60.0
|
|
|
50.8
|
|
|
117.5
|
|
|
101.5
|
|
||||
Customer care
|
62.1
|
|
|
55.7
|
|
|
123.8
|
|
|
112.4
|
|
||||
General and administrative
|
52.8
|
|
|
76.5
|
|
|
101.0
|
|
|
124.4
|
|
||||
Depreciation and amortization
|
39.3
|
|
|
38.4
|
|
|
78.2
|
|
|
75.8
|
|
||||
Total costs and operating expenses
|
446.5
|
|
|
428.1
|
|
|
878.9
|
|
|
824.9
|
|
||||
Operating income (loss)
|
9.7
|
|
|
(33.6
|
)
|
|
11.0
|
|
|
(54.1
|
)
|
||||
Interest expense
|
(14.3
|
)
|
|
(16.6
|
)
|
|
(28.6
|
)
|
|
(40.1
|
)
|
||||
Tax receivable agreements liability adjustment
|
(6.1
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
—
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||
Other income (expense), net
|
(0.8
|
)
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.7
|
|
||||
Loss before income taxes
|
(11.5
|
)
|
|
(71.1
|
)
|
|
(28.4
|
)
|
|
(114.9
|
)
|
||||
Benefit (provision) for income taxes
|
0.4
|
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
0.2
|
|
||||
Net loss
|
(11.1
|
)
|
|
(71.3
|
)
|
|
(29.4
|
)
|
|
(114.7
|
)
|
||||
Less: net loss attributable to non-controlling interests
|
(2.2
|
)
|
|
(41.5
|
)
|
|
(10.0
|
)
|
|
(41.5
|
)
|
||||
Net loss attributable to GoDaddy Inc.
|
$
|
(8.9
|
)
|
|
$
|
(29.8
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
(73.2
|
)
|
Net loss per share of Class A common stock—basic and diluted
(2)
|
$
|
(0.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.81
|
)
|
Weighted-average shares of Class A common stock outstanding—basic and diluted
(2)
|
79,872
|
|
|
64,635
|
|
|
73,853
|
|
|
51,730
|
|
||||
___________________________
(1) Costs and operating expenses include equity-based compensation expense as follows: |
|
|
|||||||||||||
Technology and development
|
$
|
4.4
|
|
|
$
|
4.3
|
|
|
$
|
9.9
|
|
|
$
|
8.1
|
|
Marketing and advertising
|
1.6
|
|
|
1.7
|
|
|
3.5
|
|
|
3.0
|
|
||||
Customer care
|
0.6
|
|
|
0.9
|
|
|
1.4
|
|
|
1.2
|
|
||||
General and administrative
|
4.2
|
|
|
2.9
|
|
|
8.0
|
|
|
6.2
|
|
(2)
|
Amounts for periods prior to our initial public offering (IPO) have been retrospectively adjusted to give effect to the organizational transactions completed prior to our IPO. The prior period amounts do not consider the 26,000 shares of Class A common stock sold in our IPO. See Note
11.
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
||||||||||||||||||||
Balance at
December 31, 2015 |
67,083
|
|
|
$
|
0.1
|
|
|
90,398
|
|
|
$
|
0.1
|
|
|
$
|
454.6
|
|
|
$
|
(32.2
|
)
|
|
$
|
3.2
|
|
|
$
|
255.2
|
|
|
$
|
681.0
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
(29.4
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|||||||
Stock option and warrant exercises and other
|
3,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.3
|
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
23.3
|
|
|||||||
Effect of exchanges of LLC Units
|
11,140
|
|
|
—
|
|
|
(11,140
|
)
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|||||||
Liability pursuant to the tax receivable agreements resulting from exchanges of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|||||||
Distributions to holders of LLC Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|||||||
Impact of foreign currency hedging derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||||
Balance at June 30, 2016
|
82,042
|
|
|
$
|
0.1
|
|
|
79,258
|
|
|
$
|
0.1
|
|
|
$
|
489.7
|
|
|
$
|
(51.6
|
)
|
|
$
|
2.9
|
|
|
$
|
212.7
|
|
|
$
|
653.9
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(29.4
|
)
|
|
$
|
(114.7
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
78.2
|
|
|
75.8
|
|
||
Equity-based compensation
|
22.8
|
|
|
18.5
|
|
||
Loss on debt extinguishment
|
—
|
|
|
21.4
|
|
||
Other
|
8.0
|
|
|
4.5
|
|
||
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
Registry deposits
|
(2.3
|
)
|
|
(2.4
|
)
|
||
Prepaid domain name registry fees
|
(24.7
|
)
|
|
(28.9
|
)
|
||
Deferred revenue
|
130.0
|
|
|
132.1
|
|
||
Other operating assets and liabilities
|
15.1
|
|
|
13.1
|
|
||
Net cash provided by operating activities
|
197.7
|
|
|
119.4
|
|
||
Investing activities
|
|
|
|
||||
Purchases of short-term investments
|
(10.5
|
)
|
|
(6.5
|
)
|
||
Maturities of short-term investments
|
5.4
|
|
|
4.1
|
|
||
Business acquisitions, net of cash acquired
|
(41.3
|
)
|
|
(30.7
|
)
|
||
Purchases of property and equipment, excluding improvements
|
(24.6
|
)
|
|
(21.6
|
)
|
||
Purchases of leasehold and building improvements
|
(2.0
|
)
|
|
(1.4
|
)
|
||
Other investing activities, net
|
—
|
|
|
1.1
|
|
||
Net cash used in investing activities
|
(73.0
|
)
|
|
(55.0
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds received from:
|
|
|
|
||||
Issuance of Class A common stock sold in IPO, net of offering costs
|
—
|
|
|
482.5
|
|
||
Stock option and warrant exercises and other
|
23.3
|
|
|
0.9
|
|
||
Payments made for:
|
|
|
|
||||
Distributions to holders of LLC Units
|
(10.8
|
)
|
|
—
|
|
||
Repayment of senior note
|
—
|
|
|
(300.0
|
)
|
||
Repayment of revolving credit loan
|
—
|
|
|
(75.0
|
)
|
||
Repayment of term loan
|
(5.5
|
)
|
|
(5.5
|
)
|
||
Financing-related costs
|
—
|
|
|
(13.5
|
)
|
||
Contingent consideration for business acquisitions
|
(1.5
|
)
|
|
—
|
|
||
Capital leases and other financing obligations
|
(6.1
|
)
|
|
(3.4
|
)
|
||
Net cash (used in) provided by financing activities
|
(0.6
|
)
|
|
86.0
|
|
||
Net increase in cash and cash equivalents
|
124.1
|
|
|
150.4
|
|
||
Cash and cash equivalents, beginning of period
|
348.0
|
|
|
139.0
|
|
||
Cash and cash equivalents, end of period
|
$
|
472.1
|
|
|
$
|
289.4
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest on long-term debt
|
$
|
23.3
|
|
|
$
|
35.4
|
|
Income taxes, net of refunds received
|
$
|
1.8
|
|
|
$
|
1.0
|
|
Supplemental information for non-cash investing and financing activities:
|
|
|
|
||||
Fair value of contingent consideration in connection with business acquisitions
|
$
|
—
|
|
|
$
|
0.9
|
|
Accrued capital expenditures, excluding improvements, at period end
|
$
|
16.5
|
|
|
$
|
15.4
|
|
Accrued capital expenditures, leasehold and building improvements, at period end
|
$
|
2.0
|
|
|
$
|
0.5
|
|
Property and equipment acquired under capital leases
|
$
|
2.9
|
|
|
$
|
4.7
|
|
•
|
the determination of the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;
|
•
|
the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;
|
|
June 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements
(1)
|
$
|
—
|
|
|
$
|
120.0
|
|
|
$
|
—
|
|
|
$
|
120.0
|
|
Money market funds
|
17.5
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit and time deposits
|
9.6
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
||||
Total assets measured and recorded at fair value
|
$
|
27.1
|
|
|
$
|
120.0
|
|
|
$
|
—
|
|
|
$
|
147.1
|
|
|
|
(1)
|
Reverse repurchase agreements include an
$80.0 million
repurchase agreement with Morgan Stanley, callable with
31
days notice, and a
$40.0 million
repurchase agreement with Wells Fargo in overnight sweeps.
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Reverse repurchase agreements
(1)
|
$
|
—
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
40.0
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||
Total assets measured and recorded at fair value
|
$
|
4.5
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
44.5
|
|
|
|
(1)
|
Reverse repurchase agreements include a
$40.0 million
repurchase agreement with Wells Fargo in overnight sweeps.
|
Balance at December 31, 2015
|
$
|
1,663.4
|
|
Goodwill related to acquisitions
|
1.5
|
|
|
Balance at June 30, 2016
|
$
|
1,664.9
|
|
|
June 30, 2016
|
||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Domains Sold
|
|
Net Carrying
Amount
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
n/a
|
|
|
$
|
445.0
|
|
||
Domain portfolio
|
99.6
|
|
|
n/a
|
|
|
$
|
(7.0
|
)
|
|
92.6
|
|
|||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer-related
|
362.2
|
|
|
$
|
(219.3
|
)
|
|
n/a
|
|
|
142.9
|
|
|||
Developed technology
|
210.1
|
|
|
(167.8
|
)
|
|
n/a
|
|
|
42.3
|
|
||||
Trade names
|
11.2
|
|
|
(6.4
|
)
|
|
n/a
|
|
|
4.8
|
|
||||
Other
|
1.1
|
|
|
(1.0
|
)
|
|
n/a
|
|
|
0.1
|
|
||||
|
$
|
1,129.2
|
|
|
$
|
(394.5
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
727.7
|
|
|
December 31, 2015
|
||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Domains Sold
|
|
Net Carrying
Amount
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names and branding
|
$
|
445.0
|
|
|
n/a
|
|
|
n/a
|
|
|
$
|
445.0
|
|
||
Domain portfolio
|
61.2
|
|
|
n/a
|
|
|
(3.7
|
)
|
|
57.5
|
|
||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer-related
|
361.2
|
|
|
$
|
(196.8
|
)
|
|
n/a
|
|
|
164.4
|
|
|||
Developed technology
|
210.1
|
|
|
(148.0
|
)
|
|
n/a
|
|
|
62.1
|
|
||||
Trade names
|
11.2
|
|
|
(5.2
|
)
|
|
n/a
|
|
|
6.0
|
|
||||
Other
|
1.1
|
|
|
(0.8
|
)
|
|
n/a
|
|
|
0.3
|
|
||||
|
$
|
1,089.8
|
|
|
$
|
(350.8
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
735.3
|
|
Year Ending December 31:
|
|
||
2016 (remainder of)
|
$
|
45.6
|
|
2017
|
53.1
|
|
|
2018
|
44.9
|
|
|
2019
|
26.1
|
|
|
2020
|
20.4
|
|
|
Thereafter
|
—
|
|
|
|
$
|
190.1
|
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value ($)
|
|
Weighted-
Average
Exercise
Price ($)
|
|||
Outstanding at December 31, 2015
|
|
27,419
|
|
|
|
|
10.25
|
|
|
Granted
|
|
1,617
|
|
|
11.86
|
|
|
30.39
|
|
Exercised
|
|
(3,734
|
)
|
|
|
|
6.21
|
|
|
Forfeited
|
|
(1,193
|
)
|
|
|
|
16.71
|
|
|
Outstanding at June 30, 2016
|
|
24,109
|
|
|
|
|
11.90
|
|
|
Vested at June 30, 2016
|
|
13,312
|
|
|
|
|
7.54
|
|
|
|
Number of
Shares of Class A Common Stock (#)
|
|
Weighted-
Average
Grant-
Date Fair
Value ($)
|
||
Outstanding at December 31, 2015
|
|
93
|
|
|
|
|
Granted
|
|
2,164
|
|
|
29.38
|
|
Vested
|
|
(85
|
)
|
|
|
|
Forfeited
|
|
(93
|
)
|
|
|
|
Outstanding at June 30, 2016
|
|
2,079
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Current:
|
|
|
|
||||
Domains
|
$
|
532.1
|
|
|
$
|
497.2
|
|
Hosting and presence
|
364.3
|
|
|
330.8
|
|
||
Business applications
|
130.4
|
|
|
109.7
|
|
||
|
$
|
1,026.8
|
|
|
$
|
937.7
|
|
Noncurrent:
|
|
|
|
||||
Domains
|
$
|
306.0
|
|
|
$
|
288.5
|
|
Hosting and presence
|
162.5
|
|
|
149.7
|
|
||
Business applications
|
49.7
|
|
|
40.3
|
|
||
|
$
|
518.2
|
|
|
$
|
478.5
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Term Loan due May 13, 2021 (effective interest rate of 4.9% at June 30, 2016 and 5.1% at December 31, 2015)
|
$
|
1,078.0
|
|
|
$
|
1,083.5
|
|
Revolving Credit Loan due May 13, 2019
|
—
|
|
|
—
|
|
||
Total
|
1,078.0
|
|
|
1,083.5
|
|
||
Less unamortized original issue discounts on long-term debt
(1)
|
(33.7
|
)
|
|
(36.8
|
)
|
||
Less unamortized debt issuance costs
(1)
|
(2.5
|
)
|
|
(2.7
|
)
|
||
Less current portion of long-term debt
|
(4.1
|
)
|
|
(4.2
|
)
|
||
|
$
|
1,037.7
|
|
|
$
|
1,039.8
|
|
|
|
(1)
|
Original issue discounts and debt issuance costs are amortized to interest expense over the life of the related debt instruments using the effective interest method.
|
Year Ending December 31:
|
|
||
2016 (remainder of)
|
$
|
5.5
|
|
2017
|
11.0
|
|
|
2018
|
11.0
|
|
|
2019
|
11.0
|
|
|
2020
|
11.0
|
|
|
Thereafter
|
1,028.5
|
|
|
|
$
|
1,078.0
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(11.1
|
)
|
|
$
|
(71.3
|
)
|
|
$
|
(29.4
|
)
|
|
$
|
(114.7
|
)
|
Less: net loss attributable to non-controlling interests
|
(2.2
|
)
|
|
(41.5
|
)
|
|
(10.0
|
)
|
|
(72.9
|
)
|
||||
Net loss attributable to GoDaddy Inc.
|
$
|
(8.9
|
)
|
|
$
|
(29.8
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
(41.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding—basic
|
79,872
|
|
|
64,635
|
|
|
73,853
|
|
|
51,730
|
|
||||
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average shares of Class A Common stock outstanding—diluted
|
79,872
|
|
|
64,635
|
|
|
73,853
|
|
|
51,730
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share of Class A common stock—basic and diluted
|
$
|
(0.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.81
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Options, RSUs and warrants
|
14,600
|
|
|
15,872
|
|
|
15,498
|
|
|
14,129
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
U.S.
|
$
|
337.2
|
|
|
$
|
293.3
|
|
|
$
|
656.9
|
|
|
$
|
573.0
|
|
International
|
119.0
|
|
|
101.2
|
|
|
233.0
|
|
|
197.8
|
|
||||
|
$
|
456.2
|
|
|
$
|
394.5
|
|
|
$
|
889.9
|
|
|
$
|
770.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Principal
|
$
|
—
|
|
|
$
|
5.1
|
|
|
$
|
0.1
|
|
|
$
|
5.1
|
|
Interest and other fees
|
0.3
|
|
|
0.3
|
|
|
0.6
|
|
|
0.7
|
|
•
|
Total revenue of
$456.2 million
, an increase of
15.6%
, or approximately
17.6%
on a constant currency basis
(1)
.
|
•
|
International revenue of
$119.0 million
, an increase of
17.6%
, or approximately
25.0%
on a constant currency basis
(1)
.
|
•
|
Total bookings
(2)
of
$538.6 million
, an increase of
13.2%
, or approximately
14.4%
on a constant currency basis
(1)
.
|
•
|
Net loss was
$11.1 million
.
|
•
|
Adjusted EBITDA
(2)
, a non-GAAP financial measure, increased
25.8%
to
$103.5 million
.
|
•
|
Total customers increased
7.9%
to
14.3 million
.
|
•
|
Average revenue per user increased
6.2%
to
$125
.
|
•
|
Cash and cash equivalents were
$472.1 million
.
|
•
|
Net cash provided by operating activities was
$92.4 million
.
|
•
|
Capital expenditures were
$14.6 million
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions, except customers in thousands and ARPU)
|
||||||||||||||
Total bookings
|
$
|
538.6
|
|
|
$
|
475.9
|
|
|
$
|
1,096.4
|
|
|
$
|
974.6
|
|
Total customers at period end
|
14,327
|
|
|
13,281
|
|
|
14,327
|
|
|
13,281
|
|
||||
Average revenue per user (ARPU)
|
$
|
125
|
|
|
$
|
118
|
|
|
$
|
125
|
|
|
$
|
118
|
|
Adjusted EBITDA
|
$
|
103.5
|
|
|
$
|
82.3
|
|
|
$
|
219.1
|
|
|
$
|
176.2
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total Bookings:
|
|
||||||||||||||
Total revenue
|
$
|
456.2
|
|
|
$
|
394.5
|
|
|
$
|
889.9
|
|
|
$
|
770.8
|
|
Change in deferred revenue
(1)
|
47.7
|
|
|
45.1
|
|
|
131.0
|
|
|
132.1
|
|
||||
Net refunds
|
35.0
|
|
|
35.4
|
|
|
73.4
|
|
|
70.5
|
|
||||
Other
|
(0.3
|
)
|
|
0.9
|
|
|
2.1
|
|
|
1.2
|
|
||||
Total bookings
|
$
|
538.6
|
|
|
$
|
475.9
|
|
|
$
|
1,096.4
|
|
|
$
|
974.6
|
|
|
|
(1)
|
Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA:
|
|
||||||||||||||
Net loss
|
$
|
(11.1
|
)
|
|
$
|
(71.3
|
)
|
|
$
|
(29.4
|
)
|
|
$
|
(114.7
|
)
|
Interest expense, net of interest income
(1)
|
14.0
|
|
|
16.4
|
|
|
27.9
|
|
|
39.9
|
|
||||
(Benefit) provision for income taxes and adjustments to the TRA liability
|
5.7
|
|
|
0.2
|
|
|
11.7
|
|
|
(0.2
|
)
|
||||
Depreciation and amortization
|
39.3
|
|
|
38.4
|
|
|
78.2
|
|
|
75.8
|
|
||||
Equity-based compensation expense
|
10.8
|
|
|
9.8
|
|
|
22.8
|
|
|
18.5
|
|
||||
Change in deferred revenue
(2)
|
47.7
|
|
|
45.1
|
|
|
131.0
|
|
|
132.1
|
|
||||
Change in prepaid and accrued registry costs
(3)
|
(3.7
|
)
|
|
(8.2
|
)
|
|
(24.3
|
)
|
|
(28.8
|
)
|
||||
Acquisition and sponsor-related costs
(4)
|
0.8
|
|
|
51.9
|
|
|
1.2
|
|
|
53.6
|
|
||||
Adjusted EBITDA
|
$
|
103.5
|
|
|
$
|
82.3
|
|
|
$
|
219.1
|
|
|
$
|
176.2
|
|
|
|
(1)
|
Interest income is included in “Other income (expense), net.”
|
(2)
|
Change in deferred revenue also includes the impact of realized gains or losses from the hedging of bookings in foreign currencies.
|
(3)
|
Change in prepaid and accrued registry costs includes the changes in prepaid domain name registry fees, registry deposits and registry payables.
|
(4)
|
Cash paid for acquisition and sponsor-related costs was
$0.1 million
and
$29.7 million
for the three months ended
June 30, 2016
and
2015
, and
$0.4 million
and
$30.3 million
for the
six
months ended
June 30, 2016
and
2015
, respectively.
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
||||||||||||||
Domains
|
$
|
229.8
|
|
|
$
|
208.5
|
|
|
$
|
448.7
|
|
|
$
|
407.7
|
|
Hosting and presence
|
167.5
|
|
|
145.5
|
|
|
327.9
|
|
|
285.7
|
|
||||
Business applications
|
58.9
|
|
|
40.5
|
|
|
113.3
|
|
|
77.4
|
|
||||
Total revenue
|
456.2
|
|
|
394.5
|
|
|
889.9
|
|
|
770.8
|
|
||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (excluding depreciation and amortization)
|
162.1
|
|
|
139.7
|
|
|
316.5
|
|
|
276.9
|
|
||||
Technology and development
|
70.2
|
|
|
67.0
|
|
|
141.9
|
|
|
133.9
|
|
||||
Marketing and advertising
|
60.0
|
|
|
50.8
|
|
|
117.5
|
|
|
101.5
|
|
||||
Customer care
|
62.1
|
|
|
55.7
|
|
|
123.8
|
|
|
112.4
|
|
||||
General and administrative
|
52.8
|
|
|
76.5
|
|
|
101.0
|
|
|
124.4
|
|
||||
Depreciation and amortization
|
39.3
|
|
|
38.4
|
|
|
78.2
|
|
|
75.8
|
|
||||
Total costs and operating expenses
|
446.5
|
|
|
428.1
|
|
|
878.9
|
|
|
824.9
|
|
||||
Operating income (loss)
|
9.7
|
|
|
(33.6
|
)
|
|
11.0
|
|
|
(54.1
|
)
|
||||
Interest expense
|
(14.3
|
)
|
|
(16.6
|
)
|
|
(28.6
|
)
|
|
(40.1
|
)
|
||||
Tax receivable agreements liability adjustment
|
(6.1
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
—
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||
Other income (expense), net
|
(0.8
|
)
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.7
|
|
||||
Loss before income taxes
|
(11.5
|
)
|
|
(71.1
|
)
|
|
(28.4
|
)
|
|
(114.9
|
)
|
||||
Benefit (provision) for income taxes
|
0.4
|
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
0.2
|
|
||||
Net loss
|
(11.1
|
)
|
|
(71.3
|
)
|
|
(29.4
|
)
|
|
(114.7
|
)
|
||||
Less: net loss attributable to non-controlling interests
|
(2.2
|
)
|
|
(41.5
|
)
|
|
(10.0
|
)
|
|
(41.5
|
)
|
||||
Net loss attributable to GoDaddy Inc.
|
$
|
(8.9
|
)
|
|
$
|
(29.8
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
(73.2
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Domains
|
50.4
|
%
|
|
52.9
|
%
|
|
50.4
|
%
|
|
52.9
|
%
|
Hosting and presence
|
36.7
|
%
|
|
36.9
|
%
|
|
36.9
|
%
|
|
37.1
|
%
|
Business applications
|
12.9
|
%
|
|
10.2
|
%
|
|
12.7
|
%
|
|
10.0
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)
|
35.5
|
%
|
|
35.4
|
%
|
|
35.6
|
%
|
|
35.9
|
%
|
Technology and development
|
15.4
|
%
|
|
17.0
|
%
|
|
15.9
|
%
|
|
17.4
|
%
|
Marketing and advertising
|
13.2
|
%
|
|
12.9
|
%
|
|
13.2
|
%
|
|
13.2
|
%
|
Customer care
|
13.6
|
%
|
|
14.1
|
%
|
|
13.9
|
%
|
|
14.6
|
%
|
General and administrative
|
11.6
|
%
|
|
19.4
|
%
|
|
11.4
|
%
|
|
16.1
|
%
|
Depreciation and amortization
|
8.6
|
%
|
|
9.7
|
%
|
|
8.8
|
%
|
|
9.8
|
%
|
Total costs and operating expenses
|
97.9
|
%
|
|
108.5
|
%
|
|
98.8
|
%
|
|
107.0
|
%
|
Operating income (loss)
|
2.1
|
%
|
|
(8.5
|
)%
|
|
1.2
|
%
|
|
(7.0
|
)%
|
Interest expense
|
(3.1
|
)%
|
|
(4.2
|
)%
|
|
(3.2
|
)%
|
|
(5.2
|
)%
|
Tax receivable agreements liability adjustment
|
(1.4
|
)%
|
|
—
|
%
|
|
(1.2
|
)%
|
|
—
|
%
|
Loss on debt extinguishment
|
—
|
%
|
|
(5.4
|
)%
|
|
—
|
%
|
|
(2.8
|
)%
|
Other income (expense), net
|
(0.2
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Loss before income taxes
|
(2.6
|
)%
|
|
(18.0
|
)%
|
|
(3.2
|
)%
|
|
(14.9
|
)%
|
Benefit (provision) for income taxes
|
0.1
|
%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
—
|
%
|
Net loss
|
(2.5
|
)%
|
|
(18.1
|
)%
|
|
(3.3
|
)%
|
|
(14.9
|
)%
|
Less: net loss attributable to non-controlling interests
|
(0.5
|
)%
|
|
(10.5
|
)%
|
|
(1.1
|
)%
|
|
(5.4
|
)%
|
Net loss attributable to GoDaddy Inc.
|
(2.0
|
)%
|
|
(7.6
|
)%
|
|
(2.2
|
)%
|
|
(9.5
|
)%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
229.8
|
|
|
$
|
208.5
|
|
|
$
|
21.3
|
|
|
10
|
%
|
|
$
|
448.7
|
|
|
$
|
407.7
|
|
|
$
|
41.0
|
|
|
10
|
%
|
Hosting and presence
|
167.5
|
|
|
145.5
|
|
|
22.0
|
|
|
15
|
%
|
|
327.9
|
|
|
285.7
|
|
|
42.2
|
|
|
15
|
%
|
||||||
Business applications
|
58.9
|
|
|
40.5
|
|
|
18.4
|
|
|
45
|
%
|
|
113.3
|
|
|
77.4
|
|
|
35.9
|
|
|
46
|
%
|
||||||
Total revenue
|
$
|
456.2
|
|
|
$
|
394.5
|
|
|
$
|
61.7
|
|
|
16
|
%
|
|
$
|
889.9
|
|
|
$
|
770.8
|
|
|
$
|
119.1
|
|
|
15
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Technology and development
|
$
|
70.2
|
|
|
$
|
67.0
|
|
|
$
|
3.2
|
|
|
5
|
%
|
|
$
|
141.9
|
|
|
$
|
133.9
|
|
|
$
|
8.0
|
|
|
6
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Marketing and advertising
|
$
|
60.0
|
|
|
$
|
50.8
|
|
|
$
|
9.2
|
|
|
18
|
%
|
|
$
|
117.5
|
|
|
$
|
101.5
|
|
|
$
|
16.0
|
|
|
16
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Customer care
|
$
|
62.1
|
|
|
$
|
55.7
|
|
|
$
|
6.4
|
|
|
11
|
%
|
|
$
|
123.8
|
|
|
$
|
112.4
|
|
|
$
|
11.4
|
|
|
10
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General and administrative
|
$
|
52.8
|
|
|
$
|
76.5
|
|
|
$
|
(23.7
|
)
|
|
(31
|
)%
|
|
$
|
101.0
|
|
|
$
|
124.4
|
|
|
$
|
(23.4
|
)
|
|
(19
|
)%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
$
|
39.3
|
|
|
$
|
38.4
|
|
|
$
|
0.9
|
|
|
2
|
%
|
|
$
|
78.2
|
|
|
$
|
75.8
|
|
|
$
|
2.4
|
|
|
3
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
14.3
|
|
|
$
|
16.6
|
|
|
$
|
(2.3
|
)
|
|
(14
|
)%
|
|
$
|
28.6
|
|
|
$
|
40.1
|
|
|
$
|
(11.5
|
)
|
|
(29
|
)%
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
197.7
|
|
|
$
|
119.4
|
|
Net cash used in investing activities
|
(73.0
|
)
|
|
(55.0
|
)
|
||
Net cash (used in) provided by financing activities
|
(0.6
|
)
|
|
86.0
|
|
||
Net increase in cash and cash equivalents
|
$
|
124.1
|
|
|
$
|
150.4
|
|
|
Remainder of 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Domains
|
$
|
349.3
|
|
|
$
|
272.0
|
|
|
$
|
94.6
|
|
|
$
|
50.8
|
|
|
$
|
30.8
|
|
|
$
|
40.6
|
|
|
$
|
838.1
|
|
Hosting and presence
|
244.5
|
|
|
176.0
|
|
|
69.0
|
|
|
22.3
|
|
|
8.4
|
|
|
6.6
|
|
|
526.8
|
|
|||||||
Business applications
|
88.9
|
|
|
59.6
|
|
|
18.7
|
|
|
7.0
|
|
|
3.3
|
|
|
2.6
|
|
|
180.1
|
|
|||||||
|
$
|
682.7
|
|
|
$
|
507.6
|
|
|
$
|
182.3
|
|
|
$
|
80.1
|
|
|
$
|
42.5
|
|
|
$
|
49.8
|
|
|
$
|
1,545.0
|
|
|
|
GODADDY INC.
|
|
|
|
Date:
|
August 4, 2016
|
/s/ Scott W. Wagner
|
|
|
Scott W. Wagner
|
|
|
Chief Financial Officer
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
10.1+
*
|
|
Employment Agreement, dated as of June 1, 2014, by and among GoDaddy.com, LLC, Desert Newco, LLC and James Carroll.
|
31.1
*
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
*
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
**
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
+
|
|
Indicates management contract or compensatory plan or arrangement.
|
*
|
|
Filed herewith.
|
**
|
|
The certifications attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GoDaddy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
Term
|
Summary
|
Cross-Reference
|
Position:
|
Executive Vice President, International
|
Section 1
|
Reports to:
|
The Company's Chief Executive Officer
|
Section 1
|
Employment Term
|
Through December 31, 2017 unless extended
|
Section 2
|
Annual Salary:
|
$500,000
|
Section 3(a)
|
Annual Target Bonus:
|
60% of annual salary
|
Section 3(b)
|
Non-Change in Control Severance:
|
• Any earned but unpaid salary or bonus
• 50% of annual salary
• Prorated Annual Bonus at target for the year of termination
•
Payment equal to the cost of health insurance coverage for 6 months
|
Section 5(b)(iii)
|
Change in Control Severance:
|
• Any earned but unpaid salary or bonus
•
75% of annual salary
•
75% of target Annual Bonus for the year of termination
•
Payment equal to the cost of health insurance coverage for 9 months
|
Section 5(b)(iv)
|
1.
|
Duties and Scope of Employment.
Executive will serve as the Company’s Executive Vice President, International reporting to the Company's Chief Executive Officer, and will perform the duties, consistent with this position, as assigned by Executive’s supervisor or the Company’s Board of Directors (the “
Board
”).
|
2.
|
Employment Term
. Subject to the provisions of Section 5, beginning on the Effective Date and, continuing until December 31, 2017, Executive will be employed with the Company on the terms and subject to the conditions set forth in this Agreement; provided, however, that beginning on December 31, 2016 and on each one year anniversary thereafter (each an “
Extension Date
”), the Employment Term will be automatically extended for an additional one-year period, unless the Company or Executive provides the other party written notice at least 30 calendar days before the Extension Date that the Employment Term will not be extended.
|
3.
|
Compensation.
|
(a)
|
Base Salary
. Company will pay Executive an annual salary of $500,000, as compensation for services (the “
Base Salary
”). The Base Salary will be paid according to the Company’s normal payroll practices and subject to the usual and required withholdings. Executive’s salary may be reviewed and adjusted annually by Executive’s Supervisor or the Board.
|
(b)
|
Annual Bonus
. Commencing with the 2014 fiscal year, Executive is eligible to earn a target annual bonus of 60% of Executive’s Base Salary based upon achievement of revenue and cash EBITDA performance objectives to be determined by the Board in its sole discretion and payable upon achievement of those applicable objectives, subject to minimum and maximum limits as established by the Company (the “
Annual Bonus
”). If a non-individual performance target is lowered for other senior executives, then it will be lowered for Executive as well. If any Annual Bonus is earned, it will be paid when practicable after the Board determines it has been earned, subject to Executive being employed on the date of payment. For future years, the Board may modify the structure and performance objectives used for Annual Bonus determinations.
|
(c)
|
Equity Plan
. Any equity awards held by Executive as of the Effective Date are governed by the terms and conditions of the Desert Newco LLC 2011 Unit Incentive Plan (the “
Incentive Plan
”), the Desert Newco, LLC Unit Option Agreement, and the Management Equity and Unitholders Agreement (collectively, including the Incentive Plan, the “
Equity Documents
”). Equity awards outstanding as of the Effective Date will not have their terms modified by this Agreement and are listed as follows:
|
•
|
840,000 options with a per unit exercise price of $3.951157
|
4.
|
Employee Benefits.
|
(a)
|
Executive will be entitled to participate in the employee benefit plans, including invention incentive programs, maintained by the Company and generally applicable to senior executives of the Company. The Company may cancel or change the benefit plans and programs it offers and those changes will not breach this Agreement.
|
(b)
|
During Executive’s employment by the Company, Executive will be provided coverage under the Company’s directors and officers’ liability insurance policy and form of indemnification agreement as in effect for other senior executives of the Company.
|
5.
|
Termination of Employment; Severance.
|
(a)
|
At-Will Employment
. Executive and the Company agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees this at-will employment relationship will not be modified or amended unless it is done in a writing that complies with Section 10(f) and Section 10(i) and explicitly references this Section 5(a). Executive’s employment will terminate upon the earlier to occur of (i) a termination by the Company with or without Cause, (ii) Executive’s Disability or death, or (iii) a resignation by Executive with or without Good Reason.
|
(b)
|
Terminations of Employment.
Executive’s employment may be terminated under various scenarios addressed in this Section 5(b). Upon any termination of employment, Executive will receive benefits described in Section 5(b)(i). Depending on the circumstances of the termination of employment, subject to the conditions in Section 6, Executive may be entitled to a lump sum payment of the amounts listed under one of Section 5(b)(ii), Section 5(b)(iii), or Section 5(b)(iv). Executive agrees that upon termination of Executive’s employment for any reason, Executive will resign as of the date of such termination and to the extent applicable, from the Board (and any committees thereof), the board of directors (and any committees thereof of any of the Company’s affiliates and from any other positions Executive holds with the Company or any of its affiliates.
|
(i)
|
Termination for Cause or Resignation Other Than for Good Reason
. Executive’s employment may be terminated for Cause, effective upon the Company’s delivery to Executive of a Notice of Termination or the Executive may resign. If Executive’s employment is terminated for Cause or Executive resigns other than for Good Reason, Executive will receive:
|
(1)
|
the Base Salary accrued through the termination date, payable under the Company’s usual payment practices;
|
(2)
|
reimbursement within 60 days following submission by Executive to the Company of appropriate supporting documentation for any unreimbursed business expenses properly incurred by Executive prior to the termination date; provided that claims for reimbursement are submitted, under Company policy, to the Company within 90 days following the termination date; and
|
(3)
|
any fully vested and non-forfeitable employee benefits to which Executive may be entitled under the Company’s employee benefit plans (other than benefits in the nature of severance pay) (the amounts described in clauses (1) through (3) above are referred to later as the “
Accrued Obligations
”).
|
(ii)
|
Termination by Reason of Disability or Death
. Executive’s employment may be terminated effective upon the Company’s delivery to Executive of a Notice of Termination if Executive becomes Disabled and will automatically terminate upon Executive’s death. Upon termination of Executive’s employment for either Disability or death, Executive or Executive’s estate (as the case may be) will receive:
|
(1)
|
the Accrued Obligations;
|
(2)
|
any earned but unpaid Annual Bonus for a prior year. For the avoidance of doubt, if Executive is terminated after the end of a fiscal year but before annual bonuses are approved and paid to other senior executives in the normal course of business, then Executive will receive an Annual Bonus for the prior fiscal year, the actual amount of which will still be subject to the achievement of any performance targets as established by the Company the achievement of which will be determined by the Company. Any payment under this Section 5(b)(iii)(2) will be paid no later than one day prior to the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and
|
(3)
|
a prorated Annual Bonus amount for the year of termination, if any would have been payable to Executive based on achievement of performance criteria if Executive had remained employed through the full fiscal year in which the termination of employment occurred. The prorated amount will be calculated based on the number of calendar days employed and any such prorated amount will be paid no later than one day prior to the date that is 2½ months following the last day of the fiscal year in which such termination occurred.
|
(iii)
|
Termination Without Cause, Resignation for Good Reason
. Executive’s employment may be terminated without Cause effective upon the Company’s delivery to Executive of a Notice of Termination, or by Executive’s resignation for Good Reason effective 30 days following delivery to the Company of Notice of Termination provided such delivery is within 90 days following the occurrence of events that result in Good Reason. No resignation for Good Reason will be effective unless during the 30-day period following the delivery of the Notice of Termination, the Company has not cured the events that result in Good Reason. If Executive’s employment is terminated without Cause (other than by reason of death or Disability), or if Executive resigns for Good Reason, Executive will receive:
|
(1)
|
the Accrued Obligations;
|
(2)
|
any earned but unpaid Annual Bonus for a prior year;
|
(3)
|
an amount equal to a prorated amount of the target Annual Bonus for the year of termination;
|
(4)
|
a payment equal to 50% of the annual Base Salary in effect on the termination date; and
|
(5)
|
a payment equal to the cost of health insurance coverage under COBRA for 6 months.
|
(iv)
|
Termination of Employment During a Change in Control Period
. If Executive’s employment is terminated under circumstances that would entitle Executive to payment of benefits under Section 5(b)(iii) and such termination of employment occurs during the period that begins three months prior to a Change in Control and ends on the date that is 18 months after a Change in Control, then Executive will receive the benefits described in Section 5(b)(iii), but the payment in Section 5(b)(iii)(3) will be equal to 75% of target Annual Bonus, the payment in Section 5(b)(iii)(4) will be equal to 75% of annual Base Salary in effect on the termination date (or the date immediately prior to the Change in Control if higher), and the health insurance coverage payment in Section 5(b)(iii)(5) will be for 9 months.
|
(c)
|
Exclusive Remedy
. If a termination of Executive’s employment with the Company occurs, the provisions of this Section 5 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no severance or other benefits upon termination of employment other than those benefits expressly set forth in this Section 5.
|
6.
|
Conditions to Receipt of Severance; No Duty to Mitigate.
|
(a)
|
Separation Agreement and Release of Claims
. Executive will not receive severance pay or benefits other than the Accrued Obligations unless (x) Executive signs and does not revoke a separation agreement and release of claims in the form attached as Exhibit A, but with any appropriate reasonable modifications, reflecting changes in applicable law, as is necessary to provide the Company with the protection it would have if the Release was executed as of the date of this Agreement (the “
Release
”) and (y) such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “
Release Deadline
”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. All payments will be made upon the effectiveness of the Release but will be delayed until a subsequent calendar year if necessary so their timing does not result in penalty taxation under Section 409A. Severance payments or benefits will not be paid or provided until the Release becomes effective and irrevocable. For avoidance of doubt, although Executive’s severance payments and benefits are contractual rights, not “damages,” Executive is not required to seek other employment or otherwise “mitigate damages” as a condition of receiving such payments and benefits.
|
(b)
|
If any amount or benefit that would constitute non-exempt “deferred compensation” under Internal Revenue Code (“
Code
”) Section 409A would be payable under this Agreement by reason of Executive’s “separation from service” during a period in which Executive is a “specified employee” (within the meaning of Code Section 409A as determined by the Company), then any payment or benefits will be delayed until the earliest date on which they could be paid or distributed without being subject to penalty taxation under Code Section 409A.
|
(c)
|
Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Treasury Regulations Section 1.409A-2(b)(2).
|
(d)
|
Covenants. Executive’s receipt of any payment or benefits other than Accrued Obligations will be subject to Executive continuing to comply with her confidentiality obligations to the Company and Section 9.
|
7.
|
Definitions.
|
(a)
|
Cause
means (i) willfully engaging in illegal conduct or gross misconduct that is materially injurious to the Company or any of its Subsidiaries; (ii) conviction of, or entry of a plea of nolo contendere or guilty to, a felony or a crime of moral turpitude; (iii) engaging in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a gain or personal enrichment to Executive at the expense of the Company or any of its Subsidiaries; (iv) willful material breach of any written policies of the Company or any of its Subsidiaries including any agreement between Executive and the Company (which policy or policies previously was provided to Executive); or (v) willful and continual failure to substantially perform his or her duties with the Company or any of its Subsidiaries (other than a failure resulting from his or her incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written demand for substantial performance is delivered to Executive by the Company or one of its Subsidiaries which specifically identifies the manner in which the Company believes that Executive has not substantially performed Executive’s duties.
|
(b)
|
Change in Control
means Change in Control as defined in the Desert Newco, LLC 2011 Unit Incentive Plan and the Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC, dated as of December 16, 2011.
|
(c)
|
Disabled
means physically or mentally incapacitated and unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is a “Disability”). Any question as to the existence of a Disability will be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each will appoint a physician and those two physicians will select a third physician who will make such determination in writing. The determination will be final and conclusive for this Agreement.
|
(d)
|
Good Reason
means (i) a significant reduction of Executive’s duties, position, reporting structure, or responsibilities, relative to Executive’s duties, position, reporting structure or responsibilities as of the Effective Date; (ii) a reduction in Executive’s Base Salary or Annual Bonus as of the Effective Date; (iii) the relocation of Executive’s place of employment to a facility or location more than thirty-five (35) miles from Executive’s current place of employment.
|
8.
|
Limitation on Payments; Section 280G.
If any severance or other benefits payable to Executive (i) are “parachute payments” within the meaning of Code Section 280G and (ii) but for this Section 8, would be subject to the “golden parachute” excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits will reduced to a level that will result in no tax under Code Section 4999 unless it would be better economically for Executive receive all of the benefits and pay the excise tax. If a reduction in benefits is necessary for this purpose, then the reduction will occur in the following order (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. If the acceleration of vesting of equity award compensation is to be reduced, that acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. Any determination required under this Section 8 will be made in writing by an independent professional services firm chosen by the Company immediately prior to a Change of Control and paid for by the Company and that determination will be conclusive and binding upon Executive and the Company for all purposes.
|
9.
|
Covenants.
|
(a)
|
Executive has entered into the Company’s confidential information and restrictive covenant agreement attached as Exhibit B (“
Restrictive Covenant Agreement
”) and agrees that it is still effective.
|
(b)
|
During the Employment Term and continuing for a period of 1 year after the Executive’s termination date, Executive agrees not to make any public statement that is intended, or may reasonably be expected to harm the reputation, business, prospects or operations of the Parent or any of its subsidiaries (including the Company), any of the investment funds invested in Parent or any affiliated funds (all of the foregoing collectively, the “Company Group”); provided, that the non-disparagement provisions of this Section 8(b) will not apply to any statements that Executive makes in addressing any disparaging statements made by the Company Group or their respective officers and/or its directors regarding Executive or Executive’s performance as an employee of the Company so long as Executive’s statements are truthful. Parent and its subsidiaries (including the Company) shall instruct their respective officers and directors to refrain from making any disparaging statements about Executive for the same period for which Executive is subject to the non-disparagement provisions of this Section 9(b); provided, however, that the non-disparagement provisions will not apply to any statements that Parent or any of its subsidiaries (including the Company) or their respective officers and directors make in addressing any disparaging statements made by Executive regarding the Company Group or its officers and directors so long as such statements are truthful. Executive, Parent and the Company expressly consider the restrictions contained in this Section 9(b) to be reasonable.
|
10.
|
Miscellaneous.
|
(a)
|
Governing Law
. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflicts of laws principles thereof.
|
(b)
|
Entire Agreement
. This Agreement along with the Offer Letter, Restrictive Covenant Agreement, and the Equity Documents, contains the entire understanding of the parties with respect to Executive’s employment and supersedes any prior agreements or understandings (including verbal agreements) between the parties relating to the subject matter of this agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. Notwithstanding the foregoing, Executive shall be covered by the Company’s applicable liability insurance policy and its indemnification provisions for actions taken on behalf of the Company during the course of Executive’s employment. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties that references this Section 10(b).
|
(c)
|
Severability
. In the event that any one or more of the provisions of this Agreement will be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected.
|
(d)
|
Assignment
. This Agreement, and all of Executive’s rights and duties under it, are not assignable or delegable by Executive. Any purported assignment or delegation by Executive will be null and void. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of its business operations. Upon such assignment, the rights and obligations of the Company hereunder will become the rights and obligations of such affiliate or successor person or entity.
|
(e)
|
Successors; Binding Agreement
. This Agreement will inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors and heirs.
|
(f)
|
Notice
. The notices and all other communications provided for in this Agreement will be deemed to have been duly given when delivered by hand or overnight courier addressed to the addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address will be effective only upon receipt.
|
(g)
|
Executive Representations
. Executive represents to the Company that the execution of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder will not breach, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.
|
(h)
|
Cooperation
. Subject to the Company’s compliance with Section 9(b) and this Section 10(h), Executive will provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment with the Company or its affiliates. Executive’s cooperation pursuant to this Section 10(h) will be at no cost to Executive, and if such cooperation occurs after the termination of this Agreement, Company will promptly advance or reimburse all reasonable costs incurred by Executive in connection with such cooperation. This provision will survive any termination of this Agreement. The Company will provide reasonable compensation to Executive for any services rendered at the Company's request.
|
(i)
|
Amendment; Waiver of Breach
. No amendment of this Agreement will be effective unless it is in writing and signed by both parties. No waiver of satisfaction of a condition or failure to comply with an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will be a waiver of satisfaction of any other condition or failure to comply with any other obligation. To be valid, any document signed by the Company must be signed by the Company’s Chief Executive Officer.
|
(j)
|
Counterparts
. This Agreement may be executed in counterparts. Each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement.
|
GoDaddy.com, LLC
|
|
Executive
|
|
|
|
/s/ Blake Irving
|
|
/s/ James Carroll
|
by: Blake Irving
|
|
|
February 4, 2015
|
|
February 2, 2015
|
Desert Newco, LLC
(Solely for purposes of Section 9(b) hereof)
|
||
|
|
|
/s/ Blake Irving
|
|
|
by: Blake Irving
|
|
|
February 4, 2015
|
|
|
Date: February 2, 2015
|
|
/s/ James Carroll
|
|
|
Signature
|
|
|
|
|
|
James Carroll
|
|
|
Name of Employee (typed or printed)
|
|
|
|
|
|
|
Witness:
|
|
|
/s/ Blake Irving
|
|
|
Signature
|
|
|
|
|
|
Blake Irving
|
|
|
Name (typed or printed)
|
|
|
Title
|
Date
|
Identifying Number or Brief Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A.
|
Employee’s final day of employment with GoDaddy was or will be effective XX, 201XX (the “Separation Date”).
|
B.
|
Employee, the Company, and Desert NewCo, LLC entered into an employment agreement dated
INSERT
and attached hereto as Exhibit A (the “Employment Agreement”).
|
C.
|
The Parties intend to fully, completely, and finally resolve and settle any and all claims, potential claims, disputes, or potential disputes that Employee may have against GoDaddy and the Released Parties (as defined below), whether presently known or unknown, according to the terms and conditions of this Agreement.
|
1.
|
Payments.
|
(a)
|
Separation Payment.
In exchange for Employee’s promises to abide by all the terms and conditions of this Agreement, each of which Go Daddy deems to be material to this Agreement, Go Daddy will provide Employee the severance and other benefits promised in Section XX of the Employment Agreement (the Separation Payment), subject to the terms and conditions thereof. Without limiting the scope of Section XX of the Employment Agreement, the amounts to be paid are: XX
|
(b)
|
Wages and accrued vacation
. In addition to the Separation Payment, but not in consideration of Employee’s promises to abide by all the terms and conditions of this Agreement, GoDaddy will pay Employee on INSERT DATE (i) $XX, representing all wages and other benefits earned prior to the Separation Date; and (ii) $XX, representing hours of accrued vacation/paid time off earned as of the Separation Date.
|
(c)
|
Taxes, deductions and Employee records
. All payments set forth in paragraphs 1(a) and 1(b) will be made less t
he required federal, state and local tax withholdings and deductions
|
2.
|
Payment of Salary and Receipt of All Benefits
. Employee acknowledges and represents that, other than the Separation Payments and after the payment described in Section 1(b), GoDaddy has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, leave, relocation costs, interest, severance, reimbursable expenses, commissions, stock, stock options, vesting and any and all other benefits and compensation due to Employee. For the avoidance of doubt, other than as set out in Section 1(a), Employee will not vest in any unit options after the Termination Date. Employee will receive a separate letter detailing the treatment of options in accordance with the Equity Documents. Employee represents that Employee has not suffered any on-the-job injury for which Employee has not already filed a claim.
|
3.
|
Benefits
. R
egardless of whether Employee signs this Agreement, Employee’s active participation in all Company benefit plans will terminate effective 11:59 p.m. on the Termination Date and Employee shall remain entitled to any vested benefits in accordance with such plans. A letter informing Employee of Employee’s rights to elect continued health coverage under COBRA will be mailed to the Employee’s home, and generally arrives within 7 business days after the Separation Date.
|
4.
|
Release
.
|
(a)
|
Employee, in exchange for the Separation Payment, agrees to and hereby releases, waives and forever discharges GoDaddy and its affiliates, parents, successors, subsidiaries, related companies, directors, officers, employees, attorneys and agents (the “Released Parties”) from any and all claims or causes of action, whether known or unknown, that Employee may currently have or Employee’s heirs, executors, administrators and assigns have, had or may have in the future against any of the Released Parties with respect to any and all matters arising from Employee’s employment and separation from GoDaddy. This release does not extend to any Employee rights or benefits granted pursuant to (i) Employee’s Employment Agreement that expressly survive the termination of the Employment Agreement, (ii) the Equity Documents (as defined in the Employment Agreement) that remain in effect after the termination of Employee’s employment.
|
(b)
|
Scope of Release
. Employee’s release includes, but is not limited to, all allegations, claims, and violations related to severance, elimination of position, resignation, notice of termination, the payment of wages, salary and benefits (except any valid claim to recover vested benefits to which Employee may be entitled, if applicable) and all claims arising under the following, in each case as amended: the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990 (“ADEA”); Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990, ; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; all state or local counterparts, including the Arizona Civil Rights Act, Ariz. Rev. Stat. § 41-1401 et seq.; Arizona Employment Protection Act, Ariz. Rev. Stat. § 23-1501 to 23-1502; Arizona Wage Payment Law, Ariz. Rev. Stat. § 23-350 et seq.; Arizona Equal Wage Law, Ariz. Rev. Stat. § 23-341,California Fair Employment and Housing Act, Cal. Gov't Code § 12900 et seq.; Unruh Civil Rights Act, Cal. Civ. Code § 51; Moore-Brown-Roberti Family Rights Act, Cal. Gov't Code § 12945.1 et seq.; California Pregnancy Disability Leave Law, Cal. Gov't Code § 12945; the California Constitution; any applicable California Industrial Welfare Commission Wage Order, the Washington State Law Against Discrimination, Wash. Rev. Code § 49.60.010 et seq.; the Washington Equal Pay Law, Wash. Rev. Code § 49.12.175; the Washington Sex Discrimination Law, Wash. Rev. Code § 49.12.200; the Washington Age Discrimination Law, Wash. Rev. Code § 49.44.090; the Washington Family Care Act, Wash. Rev. Code §§ 49.12.265 to 49.12.295; the Washington Parental Leave Discrimination Law, Wash. Rev. Code § 49.12.360; the Washington Minimum Wage Act, Wash. Rev. Code § 49.46.005 et seq.; the Washington Wage, Hour, and Working Conditions Law, Wash. Rev. Code §§ 49.12.005 to 49.12.170; the Washington Wage Payment and Collection Law, Wash. Rev. Code § 49.48.010 et seq.,
|
(c)
|
any other federal, state or local statute, constitution or ordinance; any public policy, contract or tort, or under any common law, including wrongful discharge; any practices or procedures of the Company; any claim for breach of contract, infliction of emotional distress, defamation, discrimination;
|
(d)
|
any and all claims relating to, or arising from, Employee’s right to purchase or actual purchase of shares or stock of GoDaddy, except pursuant to the Equity Documents if applicable, which Employee acknowledges shall govern such equity;
|
(e)
|
and any other federal, state or local statutes, laws, regulations or common law causes of action under which any claim may be brought, including those claims arising from Employee’s employment relationship with GoDaddy or the termination of that relationship, and also including any claim for costs, fees or other expenses, including attorneys’ fees and expenses, incurred in these matters (collectively, the “Released Claims”).
|
(f)
|
Limitations.
Employee understands that Employee is not releasing any claim that relates to: (i) the Separation Payment or the right to enforce this Agreement; (ii) Employee’s right, if any, to claim government-provided unemployment benefits or worker’s compensation benefits, if applicable and Employee qualifies; or (iii) any rights or claims that Employee may have which arise after the date Employee executes this Agreement. Nor does this release apply to any claims that cannot be waived by law. Employee acknowledges that except as expressly provided in this Agreement or in an a
pplicable plan document for any applicable broad-based employee benefit plans other than plans that provide severance or termination pay, Employee will not receive
|
(g)
|
Release of Age Discrimination Claims
. Employee acknowledges that Employee is knowingly waiving and releasing any rights Employee may have under the ADEA, which includes age discrimination claims. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Release. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.
|
(h)
|
Unknown Claims/California Civil Code Section 1542
. Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
|
(i)
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No Monetary Recovery
. Employee acknowledges and understands that this Release waives all of Employee’s rights to any monetary recovery against any of the Released Parties for any potential charge, complaint, or lawsuit. Employee agrees that the Separation Payment received under this Agreement fully satisfies any potential claim for relief in connection with any charge, complaint, or lawsuit.
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(j)
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Covenant Not to Sue
. Employee acknowledges and understands that this Release prohibits Employee from bringing any lawsuit or cause of action against any of the Released
Parties for any claims covered by the Release.
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5.
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Confidentiality
. Employee agrees to keep the existence and terms of this Agreement strictly confidential, including the specific information regarding the Separation Payment in paragraph 1 above. Except as required by law, Employee agrees not to divulge any of the terms of this Agreement to anyone, or permit them to be divulged to anyone, other than Employee’s tax and/or financial advisor. Employee understands that GoDaddy has relied on Employee’s commitment to preserve the confidentiality of this Agreement in deciding whether to enter into this Agreement. Employee agrees at all times hereafter to hold in the strictest confidence, and not to use or disclose to any person or entity, any Confidential Information of GoDaddy. Employee understands that “Confidential Information” means any GoDaddy proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of GoDaddy on whom Employee has called or with whom Employee became acquainted during the term of Employee’s employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, employee lists, recruiting information, future planned or contemplated merger and acquisition activity, or other legal or business information disclosed to Employee by GoDaddy either directly or indirectly, in writing, orally, or by drawings or observation of parts or equipment. Employee further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Employee’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Employee hereby grants consent to notification by GoDaddy to any new employer about Employee’s obligations under this paragraph. Employee represents that Employee has not to date misused or disclosed Confidential Information to any unauthorized party.
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6.
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Non-Liability
. This Agreement is not an admission or evidence of fault, wrongdoing or liability by GoDaddy, nor should it be construed as such, but instead reflects the desire of the Parties to resolve the Released Claims fairly and amicably.
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7.
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Non-Disparagement
. Employee agrees to refrain from any disparagement, defamation, libel or slander of any of the Released Parties. GoDaddy agrees to inform relevant GoDaddy employees not to make any disparaging statements about the Employee. Employee understands that GoDaddy’s obligations under this paragraph extend only to GoDaddy’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or Director of GoDaddy. The Parties agree that it is in their best interests to maintain an amicable termination and post-termination relationship. Employee agrees to cooperate fully with GoDaddy and its counsel in connection with any administrative, judicial, regulatory, or other proceeding arising from any charge, complaint, or other action relating to the period Employee was employed by GoDaddy, or in connection with any transaction or other matter that requires Employee’s personal knowledge or experience to resolve. GoDaddy will provide reasonable compensation to Employee for any services rendered at GoDaddy’s request.
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8.
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Prior Agreements
. The Parties acknowledge that they have carefully read this Agreement, have voluntarily entered into it, and understand its contents and its binding legal effect. The Parties further acknowledge and agree that this Agreement represents the entire agreement between them with respect to Employee’s separation from GoDaddy and supersedes any and all other oral or written agreements that may exist between them except for Employee’s (i) Employment Agreement; (ii) Non-Compete Agreement; and (iii) the Equity Documents (which remain in full force and effect as provided therein). Employee understands and agrees that the Company has certain “call rights” under Equity Documents (b) Employee’s continuing confidentiality obligations to GoDaddy as outlined in the company handbook and other policies, and (c) any equity awards granted to Employee under the Desert Newco, LLC 2011 Unit Incentive Plan (the “Incentive Plan”) and any other agreements required to be entered into in connection with any grant thereunder (collectively, with the Incentive Plan, the “Equity Documents”).
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9.
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Severability
. If any court of competent jurisdiction declares any of this Agreement’s provisions to be unenforceable, the remaining provisions shall be enforced as though this Agreement did not contain the unenforceable provision(s), and/or be reformed so as to be enforceable.
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10.
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Governing Law and Forum
. This Agreement will be governed by and interpreted in accordance with the substantive law of the State of Arizona as though this was an agreement occurring wholly within Arizona between Arizona residents. Any action or dispute arising out of, or in any way related to, this Agreement, or the interpretation and/or application of this Agreement, must be brought in Maricopa County, Arizona.
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11.
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Jury Trial Waiver
. Employee agrees to waive Employee’s right to a trial by jury in any action relating to or arising out of this Agreement, and acknowledges that Employee’s waiver of such a right is knowing and voluntary.
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12.
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Remedies for Breach
. A breach of any provision of this Agreement may give rise to a legal action. If Employee breaches any provision of this Agreement, in addition to any other available remedies, GoDaddy may recover the entire amount of the Separation Payment that has actually been made to Employee under this Agreement. The prevailing party in any action based on a breach of this Agreement will be entitled to recover its costs and actual attorneys’ fees incurred in any litigation relating to or arising out of this Agreement.
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13.
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Successors and Assigns
. The Parties agree that this Agreement shall inure to the benefit of, and may be enforced by, GoDaddy’s successors, assigns, parents, subsidiaries, and related companies.
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14.
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Return of Company Property
. Employee agrees that Employee has returned, or will return within three (3) calendar days of the Separation Date, all GoDaddy property in Employee’s possession, custody, or control.
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15.
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Counterparts
. This Agreement may be executed by the Parties in one or more counterparts, including faxed copies. All such fully-executed counterparts shall be treated as originals of this Agreement.
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16.
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Effective Date of Agreement
. This Agreement is made effective as of the eighth (8th) day after Employee signed the Agreement so long as Employee does not revoke the Agreement before that date (the “Effective Date”), but shall not be binding until it has been signed by both Parties and returned to Go Daddy’s Chief Executive Officer at the address and in the manner specified in paragraph 6(i) above. Unless waived by Go Daddy, the failure to return a signed copy of this agreement within twenty-one (21) days of the Termination Date, shall be deemed to constitute a rejection of this offer.
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17.
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Voluntary Execution of Agreement
. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all claims against the Company and any of the other Releasees. Employee acknowledges that:
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(a)
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Employee has carefully read this entire Agreement and understands all the terms and the legal and binding effect of this Agreement, including the Release provisions set forth in paragraph 4 and the Confidentiality provisions set forth in paragraph 5.
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(b)
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Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel.
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(c)
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Employee would not have been entitled to receive the Separation Payment had Employee rejected this Agreement and agrees that the Separation Payment is adequate consideration for Employee’s releases and promises.
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(d)
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Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and release is knowing and voluntary, and does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law;
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(e)
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Pursuant to the specific release contained in Section 4(g), Employee has up to 21 days to consider whether to enter into this Agreement (the "Consideration Period"). If Employee signs this Agreement prior to the expiration of the Consideration Period, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive any time remaining in the Consideration Period. Employee should deliver a signed copy of this
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(f)
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Employee may revoke or cancel this Agreement within 7 days of signing it by notifying GoDaddy's General Counsel of the decision to revoke this Agreement in writing and Employee understands that, to be effective, the written revocation notice must be actually received by Go Daddy's General Counsel at GoDaddy's corporate headquarters in GoDaddy, Attn: General Counsel, 14455 N. Hayden Rd., Suite 209, Scottsdale, AZ 85260.
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(g)
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Employee understands that this Agreement does not waive any rights or claims that may arise after the Effective Date of this Agreement.
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(h)
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Employee has not relied on any oral or written statements that are not set forth in this Agreement in determining whether to enter into this Agreement.
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By:
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/s/ Blake J. Irving
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Blake J. Irving
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Scott W. Wagner
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Scott W. Wagner
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Chief Financial Officer and Chief Operating Officer
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(Principal Financial Officer)
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By:
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/s/ Blake J. Irving
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Blake J. Irving
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Scott W. Wagner
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Scott W. Wagner
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Chief Financial Officer and Chief Operating Officer
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(Principal Financial Officer)
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