Zynga 2015 Annual Report Download - page 128

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(ii) encourages or solicits any of the Company’s then current employees to leave the Company’s employ for any reason or interferes in any other
manner with employment relationships at the time existing between the Company and its then current employees; or
(iii) induces any of the Company’s then current clients, customers, suppliers, vendors, distributors, licensors, licensees or other third party to terminate
their existing business relationship with the Company or interferes in any other manner with any existing business relationship between the Company and any then
current client, customer, supplier, vendor, distributor, licensor, licensee or other third party.
4. A MOUNT OF B ENEFITS .
(a) Single Trigger Vesting. Subject to a Participant’s continued service and eligibility under this Plan through the time immediately prior to a Change in
Control, or in the event of a Qualifying Termination in the 30 day period immediately preceding a Change in Control, and except as may otherwise be provided in
the Participant’s Participation Notice, 25% of the total number of shares (or such lesser number as remain unvested) subject to each of the Participant’s
compensatory equity awards that are outstanding as of immediately prior to the Change in Control (or, in the case of a Qualifying Termination, as of the Qualifying
Termination and after giving effect to the accelerated vesting in Section 4(b) below), including, without limitation, stock options and restricted stock units, will
immediately vest, and, as applicable, become exercisable.
(b) Double Trigger Vesting. In the event of the Qualifying Termination of a Participant who is serving at or above the level of Senior Vice President at the
time of the Qualifying Termination, and except as may otherwise be provided in the Participant’s Participation Notice, an additional 25% of the total number of
shares (or such lesser number as remain unvested) subject to each of the Participant’s then-outstanding compensatory equity awards, including, without limitation,
stock options and restricted stock units, will vest, and, as applicable, become exercisable, effective as of the date of the Qualifying Termination This vesting is in
addition to any vesting benefit for which the Participant is eligible under Section 4(a) above, such that a Participant serving at or above the level of Senior Vice
President at the time of the Qualifying Termination may be eligible for acceleration of up to 50% of the total number of shares subject to each then-outstanding
compensatory equity award.
5. A DDITIONAL B ENEFITS . The Plan Administrator may, in its sole discretion, provide additional or enhanced benefits to the Participants and may also provide
the benefits of this Plan to employees who are not Participants (“ Non-Participants”) but who are chosen by the Plan Administrator, in its sole discretion, to
receive benefits under this Plan. The provision of any such benefits to a Participant or a Non-Participant will in no way obligate the Company to provide such
benefits to any other Participant or to any other Non-Participant, even if similarly situated. If benefits under the Plan are provided to a Non-Participant, references
in the Plan to “Participant” will be deemed to refer to such Non-Participants.
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