Zynga 2013 Annual Report Download - page 116

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Employment Offer
Page 2
4. 2014 Bridge Bonus . At the end of FY 2014, and conditioned on your continued employment with the Company, you will also be
eligible for a one-time 2014 Bridge Bonus payment calculated by multiplying: (x) $2,740, times (y) the number of calendar days between your
1-year anniversary date with the Company and December 31, 2014. By way of example only , if your 1-year anniversary date with the Company
falls on November 18, 2014, and you remain an employee with the Company through December 31, 2014, then you will be paid a one-
time 2014
Bridge Bonus payment of $117,820. This 2014 Bridge Bonus will be paid on the first regularly scheduled payroll date in January 2015, but in all
cases not later than March 15, 2015. 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 prior to December 31, 2014, you will not be entitled to any portion of a 2014 Bridge
Bonus payment.
5. Benefits . You will be eligible to participate in the health, life and disability insurance programs and the other employee benefit plans
established by the Company for its employees from time to time in accordance with the terms of those programs and plans. The Company
reserves the right to change the terms of its programs and plans at any time.
6. Confidentiality . As an employee of the Company, you will have access to certain confidential information of the Company and you
may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the
interests of the Company, this offer of employment is contingent upon your signing the Company’s standard Employee Invention Assignment
and Confidentiality Agreement in the form attached hereto as Exhibit A . We wish to impress upon you that we do not want you to, and we
hereby direct you not to, bring with you any confidential or proprietary material of any former employer or other entity or to violate any other
obligations you may have to any former employer or other entity. You represent that your signing of this offer letter, the agreement concerning
equity awards granted to you, if any, under the Plan (as defined below) and the Company’s Employee Invention Assignment and Confidentiality
Agreement, and your commencement of employment with the Company, will not violate any agreement currently in place between yourself and
current or past employers or other entities.
7. Zynga Stock Units . Subject to approval of the Board or a committee appointed by the Board, you will be eligible to receive an award
of Zynga stock units (“ ZSUs ”) representing the opportunity to acquire 550,000 shares of the Company’s Class A common stock subject to the
terms and conditions of the Company’s applicable equity incentive plan in effect at the time of grant (the “ Plan ”), and a ZSU agreement
between you and the Company in the form approved by the Board or a committee appointed by the Board. The right to vesting and settlement of
a ZSU award will be subject to your continued service, the restrictions set forth in the Plan and the ZSU agreement, and compliance with
applicable securities and other laws and satisfaction of the Time Vesting Criteria. For purposes of the foregoing, the “ Time Vesting Criteria ”
means a four (4) year vesting term with the following conditions (x) the vesting commencement date will occur on the 15 day of the month
immediately following your employment start date with the Company and (y) the award vests as to 25% of the ZSUs (rounded down to the
nearest whole ZSU) on the first anniversary of the vesting commencement date, with the balance vesting as to 1/16th of the ZSUs (rounded
down to the nearest whole ZSU, except for the last vesting installment) every three months thereafter, in each case subject to continued service.
Each installment of the ZSUs that vests is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2). Settlement of any
vested ZSUs will occur no later than the 15 day of the third calendar month of the year following the year in which the installment of ZSUs is
no longer subject to a “substantial risk of forfeiture” (within the meaning of Treasury Regulations Section 1.409A-1(d)) or, if required for
compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), by no later than December 31 of the calendar
year in which the installment of ZSUs are no longer subject to a substantial risk of forfeiture (subject to any delay in payment required by upon a
separation from service).
8. Executive Severance Plan . You will be eligible to participate in the Zynga Inc. Change in Control Severance Benefit Plan (the “ CIC
Plan
”
),
subject to the terms and conditions thereof.
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