Zynga 2013 Annual Report Download - page 117

Employment Offer
Page 3
9. Conflict of Interest; Further Assurances . Prior to starting employment, you will disclose to the Company in writing any other gainful
employment, business or activity that you are currently associated with or participate in that competes, directly or indirectly, with the Company.
During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way
competitive with the business or proposed business of the Company or that is reasonably likely to materially interfere with the performance of
your job duties or create a conflict of interest. You will not assist any other person or organization in competing with the Company or in
preparing to engage in competition with the business or proposed business of the Company. We have included with this letter an Outside
Activity Disclosure Form. Please complete the form, and disclose any outside employment, business or activity in which you intend to engage
during employment with Zynga. Failure to make disclosures is considered a material representation that you are not engaged or associated with
any such outside activities at the beginning of employment. You will be responsible to comply with Zynga’
s Conflict of Interest Policy including
updated disclosures of such outside activities, at all times during employment. In addition, you agree to make any and all filings, applications
and submissions as may be required by the Company in connection with the Company’s regulatory requirements related to real money gaming
approvals and related business lines. Your refusal to make any such filings or to cooperate with such filings shall be deemed a material breach of
this letter and Cause under the CIC Plan.
10. At Will Employment . While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be
an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time,
with or without prior notice and with or without cause. In addition, the Company may change your compensation, benefits, duties, assignments,
responsibilities, location of your position, and any other terms and conditions of your employment, at any time to adjust to the changing needs of
our dynamic company. Any statements or representations to the contrary (and any statements contradicting any provision in this letter) are
ineffective. Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment
for any particular period of time. Any modification or change in your at will employment status may only occur by way of a written employment
agreement signed by you and a duly authorized member of the Board.
11. Background Check . This offer of employment is contingent upon successful completion of a background check.
12. Authorization to Work
. This offer is also contingent upon proof of identity and work eligibility. Please note that because of employer
regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will
need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this
requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office.
13. Section 409A . Notwithstanding anything to the contrary in this letter, it is intended that the benefits and payments provided in this
letter satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury
Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-(b)(9) and will be construed to the greatest extent possible as consistent with
those provisions. For purposes of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect
(collectively, “ Section 409A ”), all payments made under this letter will be treated as a right to receive a series of separate payments and,
accordingly, each installment payment will at all times be considered a separate and distinct payment. It is intended that any payments or
benefits provided under this letter that are not exempt from application of Section 409A will be interpreted and administered so as to comply
with the requirements of Section 409A to the greatest extent possible, including the requirement that, notwithstanding any provision to the
contrary in this letter, if you are deemed by the Company at the time of your separation from service to be a “specified employee” for purposes
of Section 409A(a)(2)(B)(i) of the Code, and to the extent payments