Zynga 2013 Annual Report Download - page 115

Exhibit 10.16
October 17, 2013
Clive Downie
Via email
Re: Offer of Employment by Zynga Inc.
Dear Clive:
I am very pleased to confirm our offer to you of full-time employment with Zynga Inc., a Delaware corporation (the “ Company ”), in the
position of Chief Operating Officer. You will report to the Company’s Chief Executive Officer, Don Mattrick. The terms of our offer and the
benefits currently provided by the Company are as follows:
1. Starting Salary . Your starting salary will be $450,000 per year (as adjusted from time to time, your “ Salary ”), less all applicable
deductions required by law, which shall be payable at the times and in the installments consistent with the Company’s then current payroll
practice. Your Salary is subject to periodic review and adjustment in accordance with the Company’s policies as in effect from time to time, but
shall not be reduced below $450,000 per year without your consent.
2. Signing Bonus . Provided you accept this offer on or before October 24, 2013, and provided you commence employment on or before
November 4, 2013, the Company will pay you a one
-time signing bonus in the amount of $1,000,000, less deductions required by law (the “
Signing Bonus
”). This Signing Bonus will be paid on the first regularly scheduled payroll date in December 2013, but in all cases not later than
March 15, 2014. Should the Company terminate your employment for Cause (as defined in the CIC Plan, described below) or should you choose
to leave the Company for any reason, in either case prior to the one-year anniversary of your start date, you will be required to repay the
Company a pro-rated share of the Signing Bonus not earned based on time served. Should the Company terminate your employment without
Cause (as defined in the CIC Plan), or if your employment terminates as a result of your death or disability, and provided you sign and allow to
become effective a release of claims, no repayment of the Signing Bonus shall be required.
3. Incentive Compensation.
Following the end of your first year of employment, and conditioned on your continued employment with the
Company, you will be eligible to earn incentive compensation under the Company’s then-applicable performance bonus program for similarly
situated executive officers. In FY 2015 and FY 2016, your participation in any such incentive plans (as approved by the Board of Directors (the “
Board
”)) shall be at a level such that the target incentive under such program results in Total Target Annual Compensation for each of those
fiscal years equal to at least $2,000,000. Notwithstanding this target level, the actual incentive compensation that you earn in any fiscal year will
be dependent upon the achievement by the Company and by you of the applicable performance objectives (with such performance to be
determined by the Board or a committee of the Board, in its sole discretion). For any given fiscal year, Total Target Annual Compensation is
calculated as the sum of (1) annualized base salary rate, (2) target cash bonus opportunity, and (3) the accounting accrual value that the Company
expects to recognize in that fiscal year with respect to all of your then outstanding equity awards, as well as with respect to any new equity grants
to be made in that year. The Company reserves the right to determine the form, allocation and terms of the compensation opportunity awarded to
you in any given fiscal year to achieve the $2,000,000 Total Target Annual Compensation. For clarity, this $2,000,000 value is a target measured
on the date the Board (or its duly authorized committee) finalizes your compensation for a given fiscal year. Your actual W-
2 compensation for a
given year may differ (including based on actual performance under our cash incentive programs), and any such difference will not result in an
increase or recovery of compensation for that fiscal year.