Zynga 2013 Annual Report Download - page 122

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Employment Offer
Page 2
directed you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may
have to any former employer. During the period that you render services to the Company, you have agreed and continue to 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. 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 with the Company. 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. You represent that your signing of the Prior Letter, this Updated Letter,
each agreement setting forth the terms and conditions of the stock awards granted to you, if any, under the Company’s equity plans, and the
Confidentiality Agreement, and your commencement of employment with the Company, do not violate any agreement currently in place (either
on the date you commenced employment with the Company or now) between yourself and current or past employers.
6. Stock Options. Subject to approval of the Company’s Board of Directors or a committee appointed by the Board, and your continued
service with the Company, you will be eligible to receive an additional option to purchase 200,000 shares of Zynga common stock (the “ Option
”). If approved, the Option will be granted on the 15th day of the month following your acceptance of this Updated Letter, and will have an
exercise price equal to the fair market value on the date of grant. The Option will be subject to the terms and conditions of the Company’s
applicable equity incentive plan in effect at the time of grant, and an option agreement between you and the Company in the form approved by
the Board or a committee appointed by the Board. The Option shall be subject to a four (4) year vesting schedule, commencing on the 15th day
of the month following your acceptance of this Updated Letter, whereby, subject to your continued service with the Company, 25% of the shares
subject to the Option (rounded down) shall vest on the first anniversary of the vesting commencement date and the balance vesting as to 1/48th
of the shares subject to the Option (rounded down, except for the last vesting installment) monthly thereafter, in each case subject to continued
service.
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 100,000 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 with the Company, 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 acceptance of this Updated Letter 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 CIC Plan, subject to the terms and conditions thereof.
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