Zynga 2015 Annual Report Download - page 129

6. L IMITATIONS ON B ENEFITS .
(a) Release. To be eligible to receive any benefits under the Plan that are triggered by a Qualifying Termination, a Participant must execute, in connection
with the Participant’s Qualifying Termination, a general waiver and release in substantially the form attached hereto as E XHIBIT B , E XHIBIT C , or E XHIBIT D ,
as appropriate (the “ Release”), and such release must become effective in accordance with its terms within 60 days following the Separation from Service (the “
ReleaseDate”). With respect to any outstanding stock option held by the Participant that is subject to acceleration under this Plan, such option may not be
exercised as to any shares as to which the vesting was accelerated until the Release Date, and only if the Release becomes effective. The Plan Administrator, in its
sole discretion, may modify the form of the required Release to comply with applicable law, and any such Release may be incorporated into a termination
agreement or other agreement with the Participant.
(b) Prior Agreements; Certain Reductions. The Plan Administrator will reduce a Participant’s benefits under this Plan by any other statutory severance
obligations or contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Participant by the Company (or any
successor thereto) that are due in connection with the Participant’s Qualifying Termination and that are in the same form as the benefits provided under this Plan
(that is, equity award vesting credit). Without limitation, this reduction includes a reduction for any benefits required pursuant to (i) any applicable legal
requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “ WARNAct”), (ii) a written employment or severance
agreement with the Company, (iii) any Company policy or practice providing for the Participant to remain on the payroll for a limited period of time after being
given notice of the termination of the Participant’s employment, and (iv) any required salary continuation, notice pay, statutory severance payment, or other
payments either required by local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Participant’s employment. The benefits
provided under the Plan are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and
collective agreement obligations of the Company in respect of the form of benefits provided under this Plan that may arise out of a Qualifying Termination, and the
Plan Administrator will so construe and implement the terms of the Plan. Reductions may be applied on a retroactive basis, with benefits previously provided being
recharacterized as benefits pursuant to the Company’s statutory or other contractual obligations. The payments pursuant to the Plan are in addition to, and not in
lieu of, any unpaid salary, bonuses or employee welfare benefits to which a Participant may be entitled for the period ending with the Participant’s Qualifying
Termination.
(c) Mitigation. Except as otherwise specifically provided in the Plan, a Participant will not be required to mitigate damages or the amount of any payment
provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any
compensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participant after the date of the
Participant’s termination of employment with the Company.
(d) Indebtedness of Participants. If a Participant is indebted to the Company on the effective date of his or her Qualifying Termination, the Company
reserves the right to offset the
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