Zynga 2015 Annual Report Download - page 131

Participant is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of his or her Separation from Service, then,
solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation
from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of the Participant’s Separation
from Service, and (ii) the date of the Participant’s death (such earlier date, the “ DelayedInitialPaymentDate”), the Company will (A) pay to the Participant a
lump sum amount equal to the sum of the payments upon Separation from Service that the Participant would otherwise have received through the Delayed Initial
Payment Date if the commencement of the payments had not been delayed pursuant to this Section 7(a), and (B) commence paying the balance of the payments in
accordance with the applicable payment schedules set forth in above. No interest will be due on any amounts so deferred. If Section 409A is not applicable by law
to a Participant, the Company shall determine whether any similar law in the Participant’s jurisdiction applies and should be taken into account.
(b) Withholding. All payments under the Plan will be subject to all applicable withholding obligations of the Company, including, without limitation,
obligations to withhold for federal, state, provincial, foreign and local income and employment taxes.
(c) Tax Advice. By becoming a Participant in the Plan, Participant agrees to review with Participant’s own tax advisors the federal, state, provincial, local
and foreign tax consequences of participation in this Plan. Participant shall rely solely on such advisors and not on any statements or representations of the
Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for his or her own tax liability that may arise as a
result of becoming a Participant in the Plan.
8. R EEMPLOYMENT . In the event of a Participant’s reemployment by the Company during the period of time in respect of which severance benefits have been
provided (that is, benefits as a result of a Qualifying Termination), the Company, in its sole and absolute discretion, may require such Participant to repay to the
Company all or a portion of such severance benefits as a condition of reemployment.
9. R IGHT TO I NTERPRET P LAN ; A MENDMENT AND T ERMINATION .
(a) Exclusive Discretion. The Plan Administrator will have the exclusive discretion and authority to establish rules, forms, and procedures for the
administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration
arising in connection with the operation of the Plan, including, without limitation, the eligibility to participate in the Plan, the amount of benefits paid under the
Plan and any adjustments that need to be made in accordance with the laws applicable to a Participant. The rules, interpretations, computations and other actions of
the Plan Administrator will be binding and conclusive on all persons.
(b) Amendment or Termination. The Company reserves the right to amend or terminate the Plan, any Participation Notice issued pursuant to the Plan or
the benefits provided hereunder at any time; provided, however , that no such amendment or termination will apply to
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