Zynga 2015 Annual Report Download - page 126

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remedied or cured, as the case may be, by the Company as soon as possible but in no event later than within 30 days of receiving such written notice from the
Participant, and (C) the Participant terminates employment within 90 days following the end of the cure period.
(f) “ ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(g) “ InvoluntaryTerminationWithoutCause” means a Participant’s involuntary termination of employment by the Company resulting in a Separation
from Service for a reason other than death, disability or Cause.
(h) “ Participant” means an individual (i) who is employed by the Company who holds a title of Vice President of the Company or above, and (ii) who has
received a Participation Notice from and executed and returned such Participation Notice to the Company.
(i) “ ParticipationNotice” means the latest notice delivered by the Company to a Participant informing the employee that the employee is eligible to
participate in the Plan, substantially in the form of E XHIBIT A hereto.
(j) “ PlanAdministrator” means the Board or any committee thereof duly authorized by the Board to administer the Plan. The Plan Administrator may, but
is not required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the
Board has previously appointed a committee to act as the Plan Administrator.
(k) “ QualifyingTermination” means either (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination, in either case that occurs
during the 30 day period immediately preceding a Change in Control or the 18 month period immediately following a Change in Control. Termination of
employment of a Participant due to death or disability will not constitute a Qualifying Termination.
(l) “ SeparationfromService” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any
permissible alternative definition of “termination of employment” thereunder.
3. E LIGIBILITY FOR B ENEFITS .
(a) Eligibility; Exceptions to Benefits. Subject to the terms and conditions of this Plan, the Company will provide the benefits described in Section 4 to the
affected Participant. A Participant will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as
determined by the Plan Administrator, in its sole discretion:
(i) The Participant is a party to an employment agreement or equity award agreement with the Company, or is an eligible participant in another benefit
plan, in each case providing for accelerated vesting of equity awards in the event of a Change in Control and/or a
4