Zynga 2015 Annual Report Download - page 125

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For purposes of determining voting power under the term Change in Control, voting power shall be calculated by assuming the conversion of all equity securities
convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe to or purchase those
shares. In addition, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the
domicile of the Company. In addition, the term Change in Control will not include a change in the voting power of any one or more stockholders as a result of the
conversion of any class of the Company’s securities into another class of the Company’s securities having a different number of votes per share pursuant to the
conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation. To the extent required for compliance with Section 409A of
the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the
Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5)
(without regard to any alternative definition thereunder).
(d) “ Code” means the Internal Revenue Code of 1986, as amended.
(e) “ ConstructiveTermination” means the voluntary termination of employment with the Company by the Participant resulting in a Separation from
Service after one of the following is undertaken without the Participant’s written consent: (i) the assignment to the Participant of any duties or responsibilities that
results in a material diminution in the Participant’s employment role in the Company as in effect immediately prior to the date of such actions; (ii) a greater than
10% aggregate reduction by the Company in the Participant’s annual base salary (that is, a material reduction), as in effect immediately prior to the date of such
actions; provided, however , that if there are across-the-board proportionate reductions for all similarly situated employees of the Company, as determined by the
Plan Administrator, by the same percentage amount as part of a general salary reduction, the reduction as to the Participant shall not constitute a basis for a
Constructive Termination or (iii) a non-temporary relocation of the Participant’s business office to a location that increases the Participant’s one way commute by
more than 35 miles from the primary location at which the Participant performs duties as of immediately prior to the date of such action. An event or action by the
Company will not give the Participant grounds to voluntarily terminate employment as a Constructive Termination unless (A) the Participant gives the Company
written notice within 30 days after the initial existence of such event or action that the event or action by the Company would give the Participant such grounds to
so terminate employment, (B) such event or action is not reversed,
3