Zynga 2015 Annual Report Download - page 127

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Qualifying Termination, and which agreement or plan is in effect at the time of the Change in Control and/or the Qualifying Termination, and which agreement or
plan provides benefits in an amount that is greater than the amount provided for in this Plan, in which case such Participant’s applicable benefit will be governed by
the terms of such agreement or plan. This Plan does not provide for duplication of benefits with any such other agreement or plan.
(ii) The Participant’s employment terminates or is terminated for any reason other than a Qualifying Termination, or is terminated for any reason more
than 30 days prior to a Change in Control.
(iii) The Participant has not entered into the Company’s standard form of Employee Invention Assignment and Confidentiality Agreement or any
similar or successor document (the “ ProprietaryAgreement”).
(iv) The Participant has failed to execute, or has revoked, the Release (as defined and described in Section 6(a) below) within 60 days following his or
her Separation from Service.
(v) The Participant has failed to return all Company Property. For this purpose, “ CompanyProperty” means all paper and electronic Company
documents (and all copies thereof) created and/or received by the Participant during his or her period of employment with the Company and other Company
materials and property that the Participant has in his or her possession or control, including, without limitation, Company files, notes, drawings records, plans,
forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information,
operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including,
without limitation, leased vehicles, computers, computer equipment, software programs, facsimile machines, mobile telephones, servers), credit and calling cards,
entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and
all reproductions thereof, in whole or in part). As a condition to receiving benefits under the Plan, a Participant must not make or retain copies, reproductions or
summaries of any such Company documents, materials or property. However, a Participant is not required to return his or her personal copies of documents
evidencing the Participant’s hire, termination, compensation, benefits and stock options and any other documentation received as a stockholder of the Company.
(b) Termination of Benefits. A Participant’s right to receive benefits under the Plan will terminate immediately if, at any time prior to or during the period
for which the Participant is receiving benefits under the Plan, the Participant, without the prior written approval of the Plan Administrator:
(i) willfully breaches a material provision of the Proprietary Agreement;
5