Employment Agreement

Exhibit 10.4

Employment Agreement

This EMPLOYMENT AGREEMENT (the “Agreement”) by and between Life360, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Xxxxx Xxxxx (“Executive”) (the Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”) sets forth the terms and conditions that shall govern Executive’s employment with the Company.

1.Defined Terms. Capitalized terms not otherwise defined shall have the meanings set forth in Exhibit A.

2.Term. Executive will commence full-time employment with the Company effective as of July 31, 2023 or such earlier date as agreed upon between the Executive and the Company (the actual date Executive commences employment, the “Effective Date”). This is an “At Will” employment agreement. Nothing in the Company’s policies, actions, or this document shall be construed to alter the “At Will” nature of Executive’s status with Company, and Executive understands that Employer may terminate her employment at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law. Similarly, the Executive may terminate her employment at any time and for any or for no reason. The term of this Agreement (the “Term”) begins on the Effective Date and ends on either (i) the date Executive voluntarily terminates her employment or (ii) the date the Company terminates Executive’s employment. The Parties agree that Executive will be on an unpaid leave of absence starting on July 31, 2023 until August 28, 2023, or until such other date as may be agreed upon between the Chief Financial Officer (the “CFO”) and Executive.

3.Position and Duties.

(a)Position. During the Term, Executive shall serve as the Company’s General Counsel. Executive shall report directly to the Company’s CFO. In such capacity, Executive shall have the duties, functions, responsibilities, and authority customarily appertaining to that position and shall have such other duties, functions, responsibilities, and authority consistent with such position as are from time to time delegated to her by the CFO.

(b)Duties. Executive shall have supervision, control over, and responsibility for the day-to-day business and affairs of the Company as they relate to legal, compliance and government affairs-related issues and shall have such other powers and duties as may from time to time be prescribed by the CFO, provided that such supervision, control over, responsibilities and duties are consistent with Executive’s position or other positions that she may hold from time to time. Executive shall devote substantially all of her business time and attention to the performance of Executive’s duties hereunder and to the Company’s affairs provided, that nothing herein shall preclude Executive from (i) serving on the board of directors of up to two (2) for-profit or non-profit companies that do not compete with the Company in the judgment of the CFO; (ii) serving on civic or charitable boards or committees; and/or (iii) managing personal investments, so long as all such activities described in clauses (i) through (iii) above do not unreasonably interfere with Executive’s performance of her duties to the Company as provided

in this Agreement or create a potential business or fiduciary conflict and, in the case of the activities described in clauses (i) and (ii), are disclosed to the CFO.

(c)Principal Place of Employment. Executive’s initial principal place of employment during the Term shall be Executive’s home residence, or as shall be designated by the CFO, subject to the terms and conditions of this Agreement. The Parties acknowledge that Executive may be required to travel in connection with the performance of her duties hereunder.

(d)Corporate Policies. During the Term, Executive shall be subject to all of the Company’s corporate governance, ethics, and executive compensation and other policies as in effect from time to time.

(e)Compensation, Benefits, Other Items Applicable to Executive. During the Term, Executive shall be entitled to the compensation and benefits described in Sections 4, 5 and 6 of this Agreement, in addition to any other compensation agreed to between Executive and the Company.

4.Compensation.

(a)Base Salary. During the Term, Executive shall receive an annual base salary (the “Base Salary”) of three hundred and twenty thousand dollars ($320,000), payable in regular installments in accordance with the Company’s usual payroll practices. Executive’s Base Salary is subject to annual review and may, in the Board’s discretion, be increased or decreased. As so adjusted, the term “Base Salary” shall refer to the adjusted amount.

(b)Performance Bonus. Executive will have the opportunity to earn a performance bonus semi-annually each calendar year, for a total performance bonus opportunity each year equal to thirty percent (30%) of Executive’s current Base Salary. Performance bonus will be based on completion of or performance relating to agreed upon goals between Executive and CFO. During the Company’s semi-annual review process, the Company will determine in its sole and absolute discretion the extent to which executive has earned performance bonus for such semi-annual period. The Company’s determination with respect to each performance bonus will be final and binding. Any performance bonus earned will be paid as soon as practicable following the Company’s semi-annual review process and, in any event, within the first calendar month following the end of the applicable semi-annual period for which the performance bonus is earned. Executive will not earn a performance bonus for any semiannual period unless they are employed by the Company on the date such performance bonus is paid.

(c)Signing Bonus. Executive will receive a one-time signing bonus of thirty thousand dollars ($30,000) payable within the first thirty (30) days of employment with the Company according to the Company’s standard payroll practices. In the event Executive’s employment is terminated for Cause, or she voluntarily leaves Life360 within twelve (12) months of her date of hire without Good Reason, Executive will be responsible for reimbursing the company a prorated portion of the net amount received, to be calculated based upon her months of service, within thirty (30) days of her departure.

5.Equity Awards

(i)Initial RSU Award. An Equity grant will be recommended to the Board in the form of a restricted stock unit award (the “RSUs”) under the Amended and Restated 2011 Stock Plan (the “Plan”). Executive’s initial grant of RSUs (the “RSU Award”) will be based on a total current value of one-million five hundred thousand dollars ($1,500,000) (the “Cash Value”). The number of shares subject to Executive’s RSU Award will be calculated by dividing the Cash Value by the appropriate Life360 closing stock price at the time of Board approval of the RSU Award to determine the number of shares subject to Executive’s RSU Award. Each RSU entitles executive to 1 share of the Company’s common stock once the vested portion of the RSU Award is settled. The RSU award will vest pursuant to a 48-month vesting schedule, which will provide that 1/4 of the share subjects to the RSU Award will vest after 12 months of full-time employment, and 1/48th of the shares subject to the RSU Award will vest as and when Executive completes each month of full-time employment thereafter. The vested RSUs will settle as soon as practical following the vesting date and will be done at least quarterly.

(a)General Terms. In the event that the Company creates and issues an executive severance program, such program will apply to Executive and the remainder of this Section 5(b) will be void and not apply.

(i)Change of Control. Until such time as an executive severance program is created and issued by Company, if a Change of Control occurs (as defined in the Plan) and, upon or within twelve (12) months following such Change of Control, Executive’s employment with the Company is terminated by the Company other than for Cause or is terminated by Executive for Good Reason and, in either case, such termination constitutes a “separation from service” (as defined in Treasury Regulation 1.409A-1(h)) (an “Involuntary Separation”), then effective as of such termination, and subject to the Executive’s execution and non-revocation of a general release in a form reasonably acceptable to the Company no later than the sixtieth (60th) day thereafter, and further subject to ASX Listing rules, the vesting of all awards of RSUs held by Executive shall accelerate as of such termination; such that all of the total RSUs held by Executive that are unvested as of such termination will vest (for purposes of clarity, Executive cannot vest in more than 100% of the total RSUs awarded to Executive). In addition, if the successor to the Company or any affiliate of such successor does not agree to assume, substitute or otherwise continue any awards of RSUs at the time of a Change of Control (and if offered new or continued employment with such acquirer or successor, Executive does not voluntarily resign without Good Reason), then 100% of the then unvested shares subject to the awards of RSUs that are not assumed or substituted for, as applicable, shall fully vest and, if applicable, become exercisable immediately prior to, and contingent upon, the consummation of such Change of Control.

(ii)Separate Payments Under Section 409A. For purposes of Internal Revenue Code Section 409A, each RSU vesting tranche described above is hereby designated as a separate payment. The Parties intend that all payments and benefits made or to be made under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section

409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any severance benefits made in connection with Executive’s Involuntary Separation under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s Involuntary Separation occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s Involuntary Separation occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any other severance benefits provided in connection with Executive’s Involuntary Separation under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s Involuntary Separation occurs). Notwithstanding the foregoing, if any of the benefits provided in connection with Executive’s Involuntary Separation do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s Involuntary Separation, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i) (i.e., Executive is a “key employee” of a publicly traded company), each such benefit will not be provided until the first regularly scheduled payroll date of the 7th month after Executive’s Involuntary Separation and, on such date (or, if earlier, the date of Executive’s death), Executive will receive all benefits that would have been provided during such period. In no event whatsoever shall the Company be liable for interest and additional tax that may be imposed on Executive by Section 409A or any damages for failing to comply with Section 409A.

(b)Regulatory Requirements. If the grant of the RSU Award would violate any regulatory provisions, including, without limitation, any regulations with respect to the Australian Securities Exchange, then Executive and the Company shall, in good faith, consider alternative arrangements designed to provide similar economic value to the Executive.

6.Employee Benefits; Expense Reimbursements; Insurance.

(a)Employee Benefits. During the Term, Executive and their eligible dependents (if any) shall be able to participate in employee benefit plans and perquisite and fringe benefit programs on a basis no less favorable than the basis on which such benefits and perquisites are provided by the Company from time to time to other similarly situated senior executive employees, subject in each case to the terms and conditions of the plan or program in question, including any eligibility requirements set forth therein, and the determination of any person or committee administering the plan or program. Notwithstanding the foregoing or any other statement to the contrary, the Company reserves the right to modify or terminate benefits from time to time as it deems necessary or appropriate.

(b)Paid Time Off. Executive shall be entitled to paid vacation each year in accordance with the Company’s then-current vacation policy for other similarly situated senior executive employees. The rules relating to other absences from regular duties for holidays, sick

or disability leave, leave of absence without pay, or for other reasons, shall be the same as those provided to the Company’s other similarly situated senior executive employees.

(c)Expense Reimbursement. Executive shall be entitled to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive (in accordance with the policies and procedures established from time to time by the Company for Executive or as otherwise provided for in the Company’s approved travel budget) in performing services hereunder. Any reimbursement that Executive is entitled to receive shall (i) be paid as soon as practicable and in any event no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (ii) not be affected by any other expenses that are eligible for reimbursement in any tax year and (ii) not be subject to liquidation or exchange for another benefit.

(d)D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term.

(e)Indemnification of Employee. Employer shall indemnify Employee and hold her harmless for lawful acts or decisions made by her in good faith while performing her duties for Employer, its parent, subsidiaries, and affiliates to the full extent allowed by law.

7.Termination of Employment. Except for the provisions intended to survive for other periods of time as specified in Section 13(l) below, this Agreement and Executive’s employment shall terminate (i) at any time upon mutual written agreement of the Parties; (ii) by the Company, immediately, for Cause as provided in Section 7(a); (iii) immediately, by the Company without Cause or by Executive for Good Reason, as provided in Section 7(b); (iv) immediately upon Executive’s death or Disability as provided in Section 7(c); or (v) by Executive for any reason other than due to Executive’s death or Disability with advance written notice as provided in Section 7(a). The date on which Executive’s employment ends under this Section 7 shall be referred to herein as her “Termination Date.”

(a)Termination for Cause; Voluntary Termination. At any time during the Term, (i) the Company may immediately terminate Executive’s employment for Cause, and (ii) Executive may terminate her employment “voluntarily” (that is, other than by death or Disability); provided, that Executive will be required to give the Board at least thirty (30) days advance written notice of any such termination; provided, however, that the Board may waive all or any part of the foregoing notice requirement in its sole discretion, in which case Executive’s voluntary termination will be effective upon the date specified by the Board, which will be the Termination Date for purposes of this Agreement. For the avoidance of doubt, Executive will only be paid for services through the actual Termination Date and will not be entitled to any additional vesting following the Termination Date. Upon the termination of Executive’s employment by the Company for Cause or by Executive’s voluntary termination, Executive shall receive the Accrued Obligations. All other benefits, if any, due to Executive following Executive’s Termination Date pursuant to this Section 7(a) shall be determined in accordance with the plans, policies and practices of the Company as then in effect, including but not necessarily limited to the Plan. Executive shall not earn or accrue any additional compensation or

other benefits under this Agreement following the Termination Date. Notwithstanding anything in this Section 7 to the contrary, in the event Executive is terminated for Cause, the Company will provide notice to the Executive outlining the reason(s) underlying the termination within one business day of such termination; for the avoidance of doubt, the foregoing notice provision is not a condition precedent to a termination for Cause.

(b)Termination without Cause; Termination for Good Reason. As of the date of this Agreement, Company intends to update its executive severance program to enhance severance opportunities for executives, and, in the event that the Company creates and issues such executive severance program and the benefits of such program are equal to or greater than the severance benefits provided in the following sentence of this Section 7(b), then such program will apply to Executive and the following sentence in this Section 7(b) will be void and not apply. In the event that Executive is terminated without Cause or voluntarily terminates for Good Reason, Executive will be additionally entitled to (i) a lump sum payment of six (6) months of Executive’s Base Salary at the rate in effect on the Termination Date; and (ii) continued employer-paid health insurance premiums for six (6) months if Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for executive and eligible dependents, as applicable.

(c)Termination Due to Death or Disability.

(i)Death. Executive’s employment with the Company shall terminate upon Executive’s death. Upon the termination of the Term and Executive’s employment as a result of this Section 7(c)(i), Executive’s estate shall receive the Accrued Obligations within fifteen (15) days following the Termination Date. All payments or benefits, if any, due to Executive’s estate following Executive’s termination due to death shall be determined in accordance with the plans, policies and practices of the Company as then in effect. Executive’s estate shall not earn or accrue any additional compensation or other benefits under this Agreement following the Termination Date.

(ii)Disability. The Company may terminate Executive’s employment if she becomes unable to perform the essential functions of her position as a result of her Disability (subject to the notice period set forth in the definition of Disability). Upon any termination of the Term and Executive’s employment pursuant to this Section 7(c)(ii), Executive shall receive the Accrued Obligations as well as benefits set forth in Section 7(b) herein. All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 7(c)(ii) shall be determined in accordance with the plans, policies and practices of the Company as then in effect. Executive shall not earn or accrue any additional or other benefits under this Agreement following the Termination Date.

(d)Notice of Termination. Any purported termination of Executive’s employment by the Company or by Executive shall be communicated by written notice of termination to the other party in accordance with this Section 7. Such notice shall indicate the specific termination provision in this Agreement relied upon and shall, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

8.Non-Disparagement.

(a)To the maximum extent permitted by applicable law, Executive and Company agree that they will not make or cause to be made any oral or written statements that are derogatory, defamatory, or disparaging concerning the other Party. In addition, Executive agrees not to make or cause to be made any public oral or written statements that are derogatory, defamatory, or disparaging concerning Company’s policies or programs, or its past or present officers, directors, or employees, or take any actions that are intentionally or materially harmful to the business affairs of the Company or its employees. This provision is a material and substantial term of this Agreement.

(b)Company agrees that it will not publish any official statement of the Company that is derogatory, defamatory, or disparaging concerning Executive, and will instruct the members of the Board and the Company’s executives to refrain from making any derogatory, defamatory, or disparaging public statements concerning Executive.

9.Severability. If any provision, subsection, or sentence of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision, subsection, or sentence had not been contained herein.

10.Confidential Information and Invention Assignment Agreement. Like all Company employees, Executive will be required, as a condition of Executive’s employment with the Company, to sign the Company’s enclosed standard Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Attachment A.

11.Specific Performance. Executive and Company acknowledge and agree that the other Party’s remedies at law for a breach or threatened breach of Section 8(a) and 8(b), respectively (the “Covenant”) would be inadequate and the other Party would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, the Parties agree that, in the event of a breach of the Covenant, in addition to any remedies at law, the other Party, without posting any bond, to the maximum extent permitted by applicable law, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and, in the case of either a breach or a threatened breach of the Covenant seek equitable relief before a court of competent jurisdiction, in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy that may then be available. Company acknowledges and agrees that Executive’s remedies at law for a breach or threatened breach of Section 8(b) would be inadequate and Executive would suffer irreparable damages as a result of such breach or threatened breach. Accordingly, Company agrees that Executive shall be entitled to, in addition to any legal remedies available, seek equitable relief before a court of competent jurisdiction, in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy that may then be available without posting bond or proving actual damages.

12.Conflicts of Interest. Executive agrees that for the duration of this Agreement and Executive’s employment with the Company, she will not engage, either directly or indirectly, in any activity (a “Conflict of Interest”) which might adversely affect Company or its affiliates, including ownership of a material interest in any supplier, contractor, distributor, subcontractor, customer or other entity with which Company does business or accepting any payment, service, loan, gift, trip, entertainment, or other favor (each of which to the extent it does not comply with Company’s Code of Conduct) from a supplier, contractor, distributor, subcontractor, customer or other entity with which Company does business, and that Executive will promptly inform the Chair of the Board as to each offer received by Executive to engage in any such activity. Executive further agrees to disclose to Chair of the Board any other facts of which Executive becomes aware which might involve or give rise to a Conflict of Interest or potential Conflict of Interest.

13.Miscellaneous.

(a)Executive’s Representations. Executive hereby represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement and is signing the Agreement voluntarily and with full knowledge of its significance; (ii) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity that would interfere with the performance of their duties hereunder; and (iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company in connection with the performance of their duties hereunder, except with valid written consent of such other person or party. Executive has carefully read and considered all provisions of these Agreements and acknowledges that this is an important legal document that sets forth restrictions on Executive’s conduct as a condition of employment with the Company.

(b)Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by either Party of any breach of the other Party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(c)Successors and Assigns.

(i)This Agreement is personal to Executive and shall not be assignable by Executive but shall inure to the benefit of and be enforceable by Executive’s heirs and legal representatives.

(ii)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in Section 13(c)(iii) below, shall not be assignable by the Company without the prior written consent of Executive (which shall not be unreasonably withheld).

(iii)The Agreement shall be assignable by the Company to any affiliate or successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided, that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined in this Agreement and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.

(d)Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via email to the respective email addresses, as the case may be, as 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 shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by email shall be deemed given at the time such email is sent; and (iii) notices sent by registered mail shall be deemed given two (2) days after the date of deposit in the mail.

If to Executive, to such address as shall most currently appear on the records of the Company.

If to the Company, to:

Life360, Inc.
0000 X. Xxxxxxx Xx., Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer

(e)GOVERNING LAW; CONSENT TO JURISDICTION; JURY TRIAL WAIVER. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE LAW OF THE STATE OF CALIFORNIA (EXCEPT TO THE EXTENT SUPERSEDED BY THE LAWS OF THE UNITED STATES) WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT. ANY ACTION TO ENFORCE THIS

AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO JURISDICTION IN SAN FRANCISCO COUNTY, CALIFORNIA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT PROCEEDING IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY TO THIS AGREEMENT WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM.

(f)Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(g)Advice of Counsel and Construction. Each Party acknowledges that such Party had the opportunity to be represented by counsel in the negotiation and execution of this Agreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each Party.

(h)Entire Agreement. This Agreement, all Exhibits attached hereto, and the Confidentiality Agreement, constitute the entire agreement between the Parties as of the Effective Date and supersedes all previous agreements and understandings between the Parties with respect to the subject matter hereof, including.

(i)Withholding Taxes. The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable laws or regulations.

(j)Section Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(k)Cooperation. During the Term and at any time thereafter, Executive agrees to cooperate, at Company’s expense, (i) with the Company in the defense of any legal matter involving any matter that arose during Executive’s employment with the Company; and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company. The Company will reimburse Executive for any reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.

(l)Survival. Sections 4 through 12, inclusive, and Sections 13(b)-(n), inclusive, shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Term or of Executive’s employment with the Company.

(m)Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(n)Recoupment/Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company or any of its affiliates, which may be subject to recovery under any law, government regulation, company policy or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, company policy or stock exchange listing requirement to the extent reasonably required by any such law, government regulation, company policy or stock exchange listing requirement, as determined by the Board in its sole and absolute discretion. For purposes of this Section 13(n), a “company policy” means any written company policy adopted by the Company that is made available to the Company’s executive officers through electronic or any other means.

[Remainder of page intentionally left blank – signatures appear on the following page]

The Parties have executed this Agreement as of the Effective Date.

Company Life360, Inc.			Executive
By: /s/ Xxxxxxx Xxxxxxx			By: /s/ Xxxxx Xxxxx
Name: Xxxxxxx Xxxxxxx			Name: Xxxxx Xxxxx
Title: Chief People Officer			Date: 7/31/2023
Date: 7/31/2023

EXHIBIT A

DEFINED TERMS

1.“Accrued Obligations” shall mean, at any point in time and except as expressly provided herein, any amounts to which the Executive is entitled to payment but have not yet been paid to Executive including, but not limited to, each of the following (but only to the extent such amounts are vested, earned or accrued, and due and payable at the time of payment): Base Salary and any other wages, payments, retention bonuses, entitlements or benefits vested, earned or accrued, and due and payable, but unpaid under applicable benefit and compensation plans, programs and other arrangements with the Company.

2.“Affiliate” of a Person shall mean any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

3.“Board” shall mean the Board of Directors of Life360, Inc.

4.“Cause” shall mean the occurrence of one or more of the following: (i) Executive’s malfeasance, willful or gross misconduct, or willful dishonesty that materially xxxxx the Company or its stockholders; (ii) Executive’s conviction of a crime that is materially detrimental to the Company or its stockholders; (iii) Executive’s conviction of, or entry of a plea nolo contendere to a crime that materially damages the Company’s financial condition or reputation or to a crime involving fraud; (iv) Executive’s material violation of the Company’s Code of Ethics, including breach of duty of loyalty in connection with the Company’s business; (v) Executive’s willful failure to perform duties under this Agreement, after notice by the Board and an opportunity to cure; (vi) Executive’s failure to reasonably cooperate with, or Executive’s impedance or interference with, an investigation authorized by the Board; (vii) Executive’s failure to follow a legal and proper Board directive, after notice by the Board and a thirty (30) day opportunity to cure; or (viii) Executive’s willful misconduct or gross negligence pursuant to the Xxxxxxxx-Xxxxx Act, if and to the extent such conduct triggers a restatement of the Company’s financial results.

5.“Code” shall mean the Internal Revenue Code of 1986, as amended.

6.“Disability” means Executive has been unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Whether Executive is Disabled shall be determined by a qualified medical provider selected by the Company. Alternatively, Executive will be deemed Disabled if determined to be totally disabled by the Social Security Administration. Termination of employment resulting from Disability may only be affected after at least thirty (30) days’ written notice by the Company to Executive of Company’s intention to terminate Executive’s employment due to Disability. In the event that Executive resumes the performance of substantially all of his or her duties hereunder before his or her termination becomes effective, the notice of intent to terminate based on Disability will automatically be deemed to have been revoked. In conjunction with determining Disability for purposes of this Agreement, Executive

hereby (i) consents to any such examinations, to be performed by a qualified medical provider selected by the Company and approved by the Executive (which approval shall not be unreasonably withheld), which are relevant to a determination of whether Executive has incurred a Disability; and (ii) agrees to furnish to the qualified medical provider selected by the Company such medical information as may be reasonably requested.

7.“Good Reason” shall mean Executive’s resignation due to the occurrence of any of the following conditions which occurs without Executive’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material reduction of Executive’s duties, authority, responsibilities or reporting relationship, relative to Executive’s duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction, provided, that neither a mere change in title alone nor reassignment to a position with substantially similar duties, authority, responsibilities or reporting relationship of a subsidiary, division or a business integrated within the business of an acquirer (or the Company, if the Company is the surviving entity in a Change of Control) will be deemed to be a material reduction of Executive’s duties, authority, responsibilities or reporting relationship; or (ii) the Company (or any successor thereto) requires Executive to relocate to a facility or location that increases Executive’s one-way commute by more than 35 miles from the location at which Executive was working immediately prior to the required relocation. In order for Executive to resign for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason condition within 30 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30-day period, Executive may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the Company’s 30-day cure period.

8.“Section 409A” shall mean Code section 409A together with all regulation and regulatory guidance promulgated thereunder, as amended from time to time.

ATTACHMENT A

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT