Zynga 2013 Annual Report Download - page 121

Exhibit 10.17
December 4, 2013
Devang Shah
Re: Amended and Restated Offer of Employment by Zynga Inc.
Dear Devang:
I am very pleased to confirm the terms of your continuing employment with Zynga Inc., a Delaware corporation (the “Company”), in the
position of Vice President, General Counsel and Secretary. You will initially report to the Company’s Chief Executive Officer, Don Mattrick.
This letter (the “Updated Letter”) amends and updates our original offer letter, dated July 1, 2010 (the “Prior Letter”), in its entirety.
1. Salary . Your new salary will be $325,000 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 will be subject to periodic review and adjustment in accordance with the Company’s then- current policies.
2. Signing Bonus . Provided that you accept this Updated Letter, the Company will pay you a one-time signing bonus in the amount of
$75,000, less deductions required by law (the “ Signing Bonus ”). This Signing Bonus will be paid on or before the second 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 Zynga Inc. Change in Control Severance Benefit Plan (the “ CIC Plan ”), or should you choose to leave the Company for any
reason, in either case prior to the one-year anniversary of your acceptance of this Updated Letter, 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. Beginning in FY 2014, 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 2014, your participation in any such incentive plan (as approved by the Board of Directors (the “ Board ”)) shall be at a level
such that if you meet the applicable performance objectives, you will be eligible for incentive compensation of 40 percent of your Salary.
Notwithstanding this target level, the actual incentive compensation that you earn for performance in FY 2014 or any subsequent 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).
4. Benefits . You will continue to 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.
5. Confidentiality . As an employee of the Company, you 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, you signed the Company’s standard Employee Invention Assignment and Confidentiality Agreement (the “
Confidentiality Agreement ”, the terms of which are incorporated by reference herein) as a condition of your employment. We wish to impress
upon you that we do not want you to, and we have