Zynga 2013 Annual Report Download - page 123

Employment Offer
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9. Conflict of Interest; Further Assurances . You will continue to be responsible to comply with Zynga’s Code of Ethics and Conflict of
Interest Policy including updated disclosures of any 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 . You will continue to 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 Updated Letter is contingent upon successful completion of an updated background check.
12. Section 409A . Notwithstanding anything to the contrary in this Updated Letter, it is intended that the benefits and payments provided
in this Updated Letter and the Prior 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 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.
13. Indemnification; Insurance . We will provide 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 during your service as an executive officer of the Company.
14. Entire Agreement . This Updated Letter including your Confidentiality Agreement, Option and ZSU Agreements, and any other
documents referred to herein constitute the entire agreement