Zynga 2015 Annual Report Download - page 123

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Exhibit 10.12
Z YNGA I NC .
C HANGE IN C ONTROL S EVERANCE B ENEFIT P LAN 1
1. I NTRODUCTION . The Zynga Inc. Change in Control Severance Benefit Plan (the “ Plan”) is established effective September 14, 2011 (the “ EffectiveDate”).
The Plan provides for the payment of accelerated vesting severance benefits to certain employees of Zynga Inc. (the “ Company”) in the event of a Change in
Control. This document constitutes the Summary Plan Description for the Plan.
2. D EFINITIONS . For purposes of the Plan, the following terms are defined as follows:
(a) “ Board” means the Board of Directors of the Company.
(b) “ Cause” means, with respect to a Participant: (i) any willful, material violation of any law or regulation applicable to the business of the Company,
conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud; (ii) commission of an act of
personal dishonesty that involves personal profit in connection with the Company or any other entity having a business relationship with the Company; (iii) any
material breach of any provision of any agreement or understanding between the Company and the Participant regarding the terms of service as an employee,
officer, director, or consultant to the Company, including without limitation, the willful and continued failure or refusal to perform the material duties required an
employee, officer, director or consultant of the Company, other than as a result of having a disability that prevents the Participant from performing the material
duties required of a person holding the Participant’s position with the Company for a period of at least 120 days, or a breach of any applicable invention assignment
and confidentiality agreement or similar agreement between the Company and the Participant; (iv) disregard of the policies of the Company so as to cause loss,
damage, or injury to the property, reputation, or employees of the Company; or (v) any other misconduct that is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to, the Company.
(c) “ ChangeinControl” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i) any person, entity or group (within the meaning of Section 13(2)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires
beneficial ownership of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other
than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of
the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other person, entity or group that acquires the Company’s securities in a transaction or series
1 As amended and restated by the Compensation Committee of the Board of Directors of Zynga Inc. on November 22, 2011.
1