Pandora 2012 Annual Report Download - page 118

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Exhibit 10.18
PANDORA MEDIA INC.
EXECUTIVE SEVERANCE AND
CHANGE OF CONTROL POLICY
As of December 7, 2011
Section 1. Introduction.
(a) The purpose of this Executive Severance and Change of Control Plan (the "Policy") is to specify the compensation and benefits payable in
connection with certain termination events for Eligible Officers. The purpose of the Policy is to provide for the payment of severance benefits to Eligible
Officers of Pandora Media Inc. (the "Company") who incur a Separation from Service (as defined in Section 7(b)(iii)) from the Company as a result of
certain involuntary terminations and to provide certain additional benefits if such termination occurs in connection with a Change of Control (as defined in the
Company's 2011 Equity Incentive Plan). An "Eligible Officer" means an executive officer of the Company or any of its subsidiaries who has been designated
in writing by the Committee as eligible to participate in the Policy.
Section 2. Amendment Or Termination of the Policy. The Committee may amend or terminate the Policy at any time, except:
(a) During the 12-month period following a Change of Control, the Policy may not be terminated or amended in a way that would adversely affect an
Eligible Officer.
(b) With respect to any individual who is an Eligible Officer as of the date of any termination or amendment, unless such amendment (prior to a Change
of Control) is determined by the Committee in its sole discretion to be necessary or appropriate to minimize or eliminate adverse tax treatment to Eligible
Officers or to the Company (whether under Section 409A or otherwise), then without such Eligible Officer's consent, the termination or amendment shall not
be effective as it applies to such Eligible Officer until the first anniversary of the date the termination or amendment is adopted by the Committee.
Section 3. Eligibility For Severance Benefits Under The Policy.
(a) In order to be eligible to receive any benefits under Section 4 or Section 5 of this Policy, the Eligible Officer must, within 21 days following the
Termination Date (as defined below), execute a general waiver and release, in a form acceptable to the Company (the "Release"), and such Release must
become effective and irrevocable in accordance with its terms.
(b) An Eligible Officer will not receive benefits under the Policy if an Eligible Officer's employment with the Company terminates for any reason not
specified in Section 4 or Section 5 hereof.
(c) All benefits that an Eligible Officer may be or become entitled to under this Policy will terminate immediately if the Eligible Officer, at any time,
violates any proprietary information or confidentiality obligation to the Company.