Zynga 2013 Annual Report Download - page 118

Download and view the complete annual report

Please find page 118 of the 2013 Zynga annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 129

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129

Employment Offer
Page 4
due to you upon a separation from service are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion
of such payments (or delayed issuance of any shares subject to equity awards that are not themselves exempt from Section 409A) is required to
avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A, such payments
will not be provided to you (or such shares issued) prior to the earliest of (a) the expiration of the six month period measured from the date of
your separation from service with the Company, (b) the date of your death or (c) such earlier date as permitted under Section 409A without the
imposition of adverse taxation, and on the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period,
all payments deferred pursuant to this paragraph will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise
provided in this letter or in the applicable agreement, without interest.
14. Indemnification; Insurance . We will provided you with a customary indemnification agreement covering you as an executive officer
of the Company, in the form previously approved by the Board, and will include you as an executive officer of the Company under the
Company’s D&O insurance policy.
15. Entire Agreement . This offer letter and the documents referred to herein constitute the entire agreement and understanding of the
parties with respect to the subject matter of this offer, and supersede any and all prior understandings and agreements, whether oral or written,
between or among the parties hereto with respect to the specific subject matter hereof. If any term herein is unenforceable in whole or in part, the
remainder shall remain enforceable to the extent permitted by law.
16. Acceptance . This offer will remain open until October 24, 2013. Your anticipated start date will be November , 2013. If you
decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your
signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached
documents, if any.
Should you have anything else that you wish to discuss, please do not hesitate to call me. We look forward to the opportunity to welcome
you to the Company.
I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge
that no other commitments were made to me as part of my employment offer except as specifically set forth herein.
Very truly yours,
ZYNGA INC.
/s/ Meg Makalou
Meg Makalou, Chief People Officer
/s/ Clive Downie
Date signed:
10/21/2013
Clive Downie