EX-10.6





 Exhibit 10.6 

LYFT, INC. 
 EXECUTIVE
CHANGE IN CONTROL AND SEVERANCE PLAN 
 AND SUMMARY PLAN DESCRIPTION 

1. Introduction. The purpose of this Lyft, Inc. Executive Change in Control and Severance Plan is to provide assurances
of specified benefits to certain employees of the Company whose employment is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the
Plan (as defined below). This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan
description for the Plan. 
 2. Important Terms. The following words and phrases, when the initial letter of the term
is capitalized, will have the meanings set forth in this Section 2, unless a different meaning is plainly required by the context: 

2.1. “Administrator” means the Company, acting through the Compensation Committee or another duly constituted
committee of members of the Board, or any person to whom the Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 11, but only to the extent of such delegation. 

2.2. “Board” means the Board of Directors of the Company. 

2.3. “Cause” means, with respect to a Participant: 

(a) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company;

 (b) the Participant’s conviction for, or plea of no contest to, a felony or a crime involving moral turpitude; 

(c) commission of an act of personal dishonesty that is intended to result in the substantial personal enrichment of the
Participant (excluding inadvertent acts that are promptly cured following notice); 
 (d) a continued material failure or
failures by the Participant to perform the Participant’s lawful and reasonable duties of employment (including, but not limited to, compliance with material written policies of the Company and material written agreements with the Company),
which violations are demonstrably willful and deliberate on the Participant’s part (but only after the Company has delivered a written demand for performance to the Participant that describes the basis for the Company’s belief that the
Participant has committed material violations and the Participant has not cured within a period of 15 days following notice); 

(e) a Participant’s willful failure (other than due to physical incapacity) to reasonably cooperate with any audit or
investigation by a governmental authority or the Company of the Company’s business or financial conditions or practices that continues after written notice from the Board and at least fifteen (15) days to cure; 












 (f) any other willful misconduct or gross negligence by the Participant
that is materially injurious to the financial condition or business reputation of the Company; 
 (g) a material breach of
any of the Participant’s fiduciary duties to the Company; 
 (h) Participant’s failure to reasonably cooperate in
any audit or investigation of the business or financial practices of the Company; or 
 (i) Participant substantially
abusing alcohol, drugs, or similar substances, or Participant engaging in other conduct or activities, provided that such abuse or engagement results or is reasonably likely to result in negative publicity or public disrespect, contempt or ridicule
of the Company or Participant that the Company reasonably believes will have a demonstrably injurious effect on the Company’s reputation or business or Participant’s ability to perform Participant’s duties, but excluding conduct or
activities undertaken in good faith by Participant in the ordinary course of Participant performing Participant’s duties with the Company. 

2.4. “Change in Control” means the occurrence of any of the following events: 

(a) Change in Ownership of the Company. A change in the ownership of the Company that occurs on the date that
any one person, or more than one person acting as a group (“Person”) acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total
voting power of the stock of the Company; provided, however, that for purposes of this subsection, (i) the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power
of the stock of the Company will not be considered a Change in Control and (ii) any acquisition of additional stock by the Founders and/or their Permitted Entities (each as defined in the Company’s certificate of incorporation, as amended
from time to time (the “COI”)) as a result of a Permitted Transfer (as defined in the COI) or from the Company in a transaction or issuance (including pursuant to Equity Awards) approved by the Board or a committee thereof, that
results in such parties owning more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in
ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial
ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this subsection (a). For this purpose,
indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more 

  
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corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities. For the avoidance of
doubt, increases in the percentage of total voting power owned by the Founders and/or their Permitted Entities resulting solely from a decrease in the number of shares of stock of the Company outstanding shall not constitute an acquisition that
creates a Change in Control under this subsection (a); or 
 (b) Change in Effective Control of the Company. If the
Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve
(12) month period with individuals whose appointment or election to the Board is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person is
considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a
substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided,
however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s
stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,
(B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total
value or voting power of all the outstanding stock of the Company, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection
(c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this Section 2.4, persons will be considered to be acting as a group if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a
change in control event within the meaning of Section 409A. 

  
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 Further and for the avoidance of doubt, a transaction will not constitute a
Change in Control if: (i) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transaction. 
 2.5. “Change in Control
Period” means the time period beginning on the date that is 3 months prior to a Change in Control and ending on the date that is 12 months following a Change in Control. 

2.6. “Code” means the Internal Revenue Code of 1986, as amended. 

2.7. “Company” means Lyft, Inc., a Delaware corporation, and any successor that assumes the obligations of the
Company under the Plan, by way of merger, acquisition, consolidation or other transaction. 
 2.8. “Compensation
Committee” means the Compensation Committee of the Board. 
 2.9. “Director” means a member
of the Board who is not an employee of the Company. Directors are not eligible for Severance Benefits. 
 2.10.
“Disability” shall mean, with respect to a Participant, “Disability” as defined in the Company’s long-term disability plan or policy then in effect with respect to that Participant, as such plan or policy may be in
effect from time to time, and, if there is no such plan or policy, a total and permanent disability as defined in Code Section 22(e)(3). 

2.11. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

2.12. “Equity Awards” means a Participant’s outstanding stock options, stock appreciation rights,
restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards. 

2.13. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

2.14. “Good Reason” shall mean the occurrence of one or
more of the following (through a single action or series of actions) without the Participant’s written consent: 
 (a)
(A) outside of a Change in Control Period, the assignment to the Participant of any duties or responsibilities that are inconsistent with the Participant’s education and professional experience, and (B) during a Change in Control Period,
the assignment to the Participant of any authority, duties or responsibilities or the reduction of the Participant’s authority, duties or responsibilities, either of which results in a material diminution in the Participant’s authority,
duties or responsibilities at the Company as in effect immediately prior to the Change in Control Period, unless Participant is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority and
status); 

  
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 (b) a material reduction by the Company in the Participant’s annual
base salary (or, following a Change in Control, annual base salary or target annual bonus) other than a one-time reduction of 15% or less that is applicable to substantially all other similarly-situated
executives; 
 (c) during a Change in Control Period, a non-temporary relocation of
the Participant’s principal work location office to a location that increases the Participant’s one way commute from the Participant’s principal residence by more than 50 miles as compared to the principal location at which the
Participant performs duties as of immediately prior to the beginning of the Change in Control Period; or 
 (d) a material
breach by the Company of any material written agreement with the Participant. 
 An event or action will not constitute Good
Reason unless (1) the Participant gives the Company written notice within 60 days after the Participant knows or should know of the initial existence of such event or action, (2) such event or action is not reversed, remedied or cured, as
the case may be, by the Company as soon as possible but in no event later than 30 days of receiving such written notice from the Participant, and (3) the Participant terminates employment within 60 days following the end of the cure period.

 2.15. “Involuntary Termination” shall mean (a) a Participant terminates his or her employment with
the Company (or any parent or subsidiary of the Company) for Good Reason, or (b) the Company (or any parent or subsidiary of the Company) terminates the Participant’s employment for a reason other than Cause, the Participant’s death
or Disability. 
 2.16. “Participant” means an employee of the Company or of any subsidiary of the Company
who (a) has been designated by the Administrator to participate in the Plan either by position or by name and (b) has timely and properly executed and delivered a Participation Agreement to the Company. Participants serving as the
Company’s Chief Executive Officer or President are referred to herein as a “Level 1 Participant” and Participants serving as other than the Company’s Chief Executive Officer or President are referred to
herein as a “Level 2 Participant.” 
 2.17. “Participation Agreement”
means the individual agreement (as will be provided in separate cover as Appendix A) provided by the Administrator to a Participant under the Plan, which has been signed and accepted by the Participant. 

2.18. “Plan” means the Lyft, Inc. Executive Change in Control and Severance Plan, as set forth in this
document, and as hereafter amended from time to time. 

  
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 2.19. “Section 409A Limit” means 2 times
the lesser of: (i) the Participant’s annualized compensation based upon the annual rate of pay paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the Participant’s
termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect
thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant’s employment is terminated. 

2.20. “Severance Benefits” means the compensation and other benefits that the Participant will be provided in
the circumstances described in Section 4. 
 3. Eligibility for Severance Benefits. A Participant is eligible for
Severance Benefits, as described in Section 4, only if he or she experiences an Involuntary Termination. A Director is not eligible for Severance Benefits. 

4. Involuntary Termination. Upon an Involuntary Termination, then, subject to the Participant’s compliance with
Section 6, the Participant will be eligible to receive the following Severance Benefits as described in Participant’s Participation Agreement, subject to the terms and conditions of the Plan and the Participant’s Participation
Agreement: 
 4.1. Cash Severance Benefits. Severance equal to the amount set forth in the Participant’s
Participation Agreement and payable in cash in a lump sum in accordance with the terms and conditions of this Plan, including without limitation Section 7 hereof. 

4.2. Continued Medical Benefits. If the Participant, and any spouse and/or dependents of the Participant
(“Family Members”) has or have coverage on the date of the Participant’s Involuntary Termination under a group health plan sponsored by the Company, the total applicable premium cost for continued group health plan coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) during the period of time following the Participant’s employment termination, as set forth in the Participant’s Participation
Agreement, regardless of whether the Participant elects COBRA continuation coverage for Participant and his Family Members (the “COBRA Severance”). The COBRA Severance will be paid in a lump sum payment equal to the monthly COBRA
premium (on an after-tax basis) that the Participant would be required to pay to continue the group health coverage in effect on the date of the Participant’s termination of employment (which amount will
be based on the premium for the first month of COBRA coverage), multiplied by the number of months in the period of time set forth in the Participant’s Participation Agreement following the termination. Furthermore, for any Participant who, due
to non-U.S. local law considerations, is covered by a health plan that is not subject to COBRA, the Company may (in its discretion) instead provide cash or continued coverage in a manner intended to replicate
the benefits of this Section 4.2 and to comply with applicable local law considerations. 

  
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 4.3. Equity Award Vesting Acceleration Benefit. If and to the extent
specifically provided in the Participant’s Participation Agreement, all or a portion of Participant’s Equity Awards will vest and, to the extent applicable, become immediately exercisable. 

5. Limitation on Payments. In the event that the severance and other benefits provided for in this Plan or otherwise
payable to a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but for this Section 5, would be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), then the 280G Payments will be either: 
 (a)
delivered in full, or 
 (b) delivered as to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so
that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code
Section 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of
(A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting equity awards that are
subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the
reverse order of the date of grant of a Participant’s equity awards. 
 Unless Participant and the Company otherwise agree in writing,
any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to the Change in Control or such other person or entity to which the parties mutually agree (the
“Firm”), whose determination will be conclusive and binding upon Participant and the Company. For purposes of making the calculations required by this Section 5 the Firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company will furnish to the Firm such information and documents as the Firm may
reasonably request in order to make a determination under this Section 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. 

  
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 6. Conditions to Receipt of Severance. 

6.1 Release Agreement. As a condition to receiving the Severance Benefits, each Participant will be required to sign and
not revoke a separation and release of claims agreement in a form reasonably satisfactory to the Company (the “Release”). In all cases, the Release must become effective and irrevocable no later than the 60th day following the
Participant’s Involuntary Termination (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, the Participant will forfeit any right to the Severance Benefits. In no
event will the Severance Benefits be paid or provided until the Release becomes effective and irrevocable. 
 6.2
Confidential Information. A Participant’s receipt of Severance Benefits will be subject to the Participant continuing to comply with the terms of any employee invention assignment and confidentiality agreement and such other appropriate
agreement between the Participant and the Company. 
 6.3 Non-Solicitation. As
a condition to receiving Severance Benefits under this Plan, the Participant agrees that the Participant will not solicit any employee of the Company or any of its subsidiaries for employment other than at the Company or any of its subsidiaries for
twelve (12) months following his or her termination. 
 6.4
Non-Disparagement. As a condition to receiving Severance Benefits under this Plan during the Participant’s employment with the Company and for twelve (12) months following his or her
termination, the Participant will not knowingly and materially disparage, libel, slander, or otherwise make any materially derogatory statements regarding the Company or any of its officers or directors. Notwithstanding the foregoing, nothing
contained in the Plan will be deemed to restrict the Participant from providing information to any governmental, administrative, judicial, legislative, or regulatory agency or body (or in any way limit the content of any such information) to the
extent the Participant is required to provide such information pursuant to a subpoena, or upon written request from an administrative agency or the legislature, or as otherwise required by applicable law or regulation, or in accordance with any
governmental investigation or audit relating to the Company. Similarly, nothing in this Plan is intended to limit a Participant’s rights as an employee to discuss the terms, wages, and working conditions of Participant’s employment,
including any rights a Participant may have under Section 7 of the National Labor Relations Act, nor to deny a Participant the right to disclose information pertaining to sexual harassment or any unlawful or potentially unlawful conduct, as
protected by applicable law. 
 6.5 Other Requirements. Severance Benefits under this Plan shall terminate immediately
for a Participant if such Participant, at any time, violates any such agreement and/or the provisions of this Section 6. 

7. Timing of Severance Benefits. Provided that the Release becomes effective and irrevocable by the Release
Deadline Date and subject to Section 9, the Severance Benefits will be paid, or in the case of installments, will commence, on the first Company payroll date following the Release Deadline Date (such payment date, the “Severance Start
Date”), and any Severance Benefits otherwise payable to the 

  
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Participant during the period immediately following the Participant’s termination of employment with the Company through the Severance Start Date will be paid in a lump sum to the
Participant on the Severance Start Date, with any remaining payments to be made as provided in this Plan and the Participant’s Participation Agreement. 

8. Exclusive Benefit. Unless otherwise provided for by the Administrator in a Participant’s Participation
Agreement, the benefits, if any, provided under this Plan will be the exclusive benefits for a Participant related to his or her termination of employment with the Company and/or a change in control of the Company and will supersede and replace any
severance and/or change in control benefits set forth in any offer letter, employment or severance agreement and/or other agreement between the Participant and the Company, including any equity award agreement. For the avoidance of doubt, if a
Participant was otherwise eligible to participate in any other Company severance and/or change in control plan (whether or not subject to ERISA), then participation in this Plan will supersede and replace eligibility in such other plan.
Notwithstanding the foregoing, any provision in a Participant’s existing offer letter, employment agreement, and/or equity award agreement with the Company that provides for vesting of Participant’s restricted stock units upon a
“Liquidity Event” (as defined in the letter and/or agreement) or such other similar term as set forth therein, or vesting of a Participant’s equity awards upon a failure by an acquirer to assume the equity awards, will not be
superseded by the Plan or the Participation Agreement, and will continue in full force and effect pursuant to its existing terms. 

9. Section 409A. 

9.1. Notwithstanding anything to the contrary in this Plan, no Severance Benefits to be paid or provided to a Participant, if
any, under this Plan that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder
(“Section 409A”) (together, the “Deferred Payments”) will be paid or provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no
Severance Benefits payable to a Participant, if any, under this Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the
Participant has a “separation from service” within the meaning of Section 409A. 
 9.2. It is intended that
none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9.3 below or resulting from
an involuntary separation from service as described in Section 9.4 below. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment. 

9.3. Notwithstanding anything to the contrary in this Plan, if a Participant is a “specified employee” within the
meaning of Section 409A at the time of the Participant’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first 6 months following the Participant’s


  
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separation from service, will become payable on the date 6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be
payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Participant’s death following the Participant’s separation from service, but before
the 6 month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Participant’s death and all other
Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under
Section 1.409A-2(b)(2) of the Treasury Regulations. 
 9.4. Any amount paid
under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for
purposes of this Section 9. 
 9.5. Any amount paid under this Plan that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes
of this Section 9. 
 9.6. The foregoing provisions are intended to comply with or be exempt from the requirements of
Section 409A so that none of the Severance Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. Notwithstanding anything to the contrary in the
Plan, including but not limited to Sections 11 and 13, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or
to avoid income recognition under Section 409A prior to the actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other costs that may be imposed on the
Participant as result of Section 409A. 
 10. Withholdings. The Company will withhold from any Severance Benefits
all applicable U.S. federal, state, local and non-U.S. taxes required to be withheld and any other required payroll deductions. 

11. Administration. The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The
Plan will be administered and interpreted by the Administrator (in his or her sole discretion). The Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when
acting in such capacity. Any decision made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan, or any related document, will be conclusive and binding
on all persons and be given the maximum possible deference allowed by law. In accordance with Section 2.1, the Administrator (a) may, in its sole discretion and on such terms and conditions as it may provide, delegate in writing to one or
more officers of the Company all or any portion of its authority or responsibility with respect to the Plan, and (b) has the authority to act for the Company (in a non-fiduciary capacity) as to any matter
pertaining to the Plan; provided, however, that any Plan amendment or termination or any other action that reasonably could be expected to increase materially the cost of the Plan must be approved by the Board. 

  
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 12. Eligibility to Participate. To the extent that the Administrator
has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Sections 2.1 and 11, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she
is not entitled to act upon or make determinations regarding any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters pertaining
specifically to the benefit or eligibility of each such officer under the Plan. 
 13. Amendment or Termination. The
Company, by action of the Administrator, reserves the right to amend or terminate the Plan, any Participation Agreement issued pursuant to the Plan, or the benefits provided hereunder at any time, subject to the provisions of this Section 13.
Any amendment or termination of the Plan will be in writing. Any amendment to the Plan that (1) causes an individual or group of individuals to cease to be a Participant, or (2) reduces or alters to the detriment of the Participant the
Severance Benefits potentially payable to the Participant (including, without limitation, imposing additional conditions or modifying the timing of payment) (an amendment described in clause (1) and/or clause (2) being an “adverse
amendment or termination”), will be effective only if it is approved by the Company and communicated to the affected individual(s) in writing more than 18 months before the effective date of the adverse amendment or termination. Once a
Participant has incurred an Involuntary Termination, no amendment or termination of the Plan may, without that Participant’s written consent, reduce or alter to the detriment of the Participant, the Severance Benefits payable to the
Participant. In addition and notwithstanding the preceding, beginning on the date that a Change in Control occurs, the Company may not, without a Participant’s written consent, amend or terminate the Plan in any way, nor take any other action
under the Plan, which (i) prevents that Participant from becoming eligible for Severance Benefits, or (ii) reduces or alters to the detriment of the Participant the Severance Benefits payable, or potentially payable, to the Participant
(including, without limitation, imposing additional conditions). The preceding sentence shall not apply to any amendment that otherwise both (x) would take effect before a Change in Control, and (y) meets the requirements of this
Section 13 without regard to the preceding sentence. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity. 

14. Claims and Appeals. 

14.1. Claims Procedure. Any employee or other person who believes he or she is entitled to any Severance Benefits may
submit a claim in writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of his or her Severance Benefits or (ii) the date the claimant learned that he or she will not be entitled to any
Severance Benefits. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial 

  
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and referring to the provisions of the Plan on which the denial is based. The notice also will describe any additional information needed to support the claim and the Plan’s procedures for
appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90 day
period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim. 

14.2. Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative)
may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right
to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator
will provide written notice of its decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason
for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be
provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will include a statement that the claimant will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA. 

15. Attorneys’ Fees. The parties shall each bear their own expenses, legal fees and other fees incurred in
connection with this Plan. 
 16. Source of Payments. All payments under the Plan will be paid from the general funds
of the Company; no separate fund will be established under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the
Company. 
 17. Inalienability. In no event may any current or former employee of the Company or any of its
subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other
legal process. 
 18. No Enlargement of Employment Rights. Neither the establishment or maintenance or amendment of
the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to continue to be an employee of the Company. The Plan in no way alters Participant’s at will employment arrangement with
Company and Company expressly reserves the right to discharge any of its employees, including Participant, at any time, with or without cause. However, as described in the Plan, a Participant may be entitled to Severance Benefits depending upon the
circumstances of his or her termination of employment. 

  
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 19. Successors. Any successor to the Company of all or substantially
all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and agree expressly to perform the obligations
under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the
Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise. 
 20.
Applicable Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws
provisions). 
 21. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included. 

22. Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect
the meaning hereof. 
 23. Indemnification. The Company hereby agrees to indemnify and hold harmless the officers and
employees of the Company, and the members of its Board, from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent
permitted by applicable law. This indemnity will cover all such liabilities, including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent that insurance does not cover such
liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company. 

24. Additional Information. 

 

			
	 Plan Name:
	  	 Lyft, Inc. Executive Change in Control and Severance Plan

		
	 Plan Sponsor:
	  	 Lyft, Inc.

		  	 185 Berry Street, Suite 5000

		  	 San Francisco, California 94107

		  	 (844) 250-2773

		
	 Identification Numbers:
	  	 EIN: 20-8809830

		  	 PLAN: [    ]

		
	 Plan Year:
	  	 Company’s fiscal year




  
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	 Plan Administrator:
	  	 Lyft, Inc.

		  	 Attention: Administrator of the Lyft, Inc. Executive Change in Control and Severance Plan

		  	 185 Berry Street, Suite 5000

		  	 San Francisco, California 94107

		  	 (844) 250-2773

		
	 Agent for Service of
	  	 Lyft, Inc.

	 Legal Process:
	  	 Attention: General Counsel

		  	 185 Berry Street, Suite 5000

		  	 San Francisco, California 94107

		  	 (844) 250-2773

		
		  	 Service of process also may be made upon the Administrator.

		
	 Type of Plan
	  	 Severance Plan/Employee Welfare Benefit Plan

		
	 Plan Costs
	  	 The cost of the Plan is paid by the Company.



 25. Statement of ERISA Rights. 

As a Participant under the Plan, you have certain rights and protections under ERISA: 

(a) You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the
U.S. Department of Labor. These documents are available for your review upon written request to the Administrator. 
 (b) You
may obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable charge may be made for such copies. 

In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of
the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Participants. No one, including the Company or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you must receive a written explanation of the
reason for the denial. You have the right to have the denial of your claim reviewed. (The claim review procedure is explained in Section 14 above.) 

Under ERISA, there are steps you can take to enforce the above rights. For example, if you request materials and do not
receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide 

  
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the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent due to reasons beyond the control of the Administrator. If you have a claim which
is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a
federal court. 
 In any case, the court will decide who will pay court costs and legal fees. If you are successful, the
court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous. 

If you have any questions regarding the Plan, please contact the Administrator. If you have any questions about this statement
or about your rights under ERISA, you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in your telephone directory, or
the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You also may obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 
 o 0 o 

  
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 Appendix A 

Lyft, Inc. Executive Change in Control and Severance Plan 

Participation Agreement 

Lyft, Inc. (the “Company”) is pleased to inform you,
                                    , that you have been selected to
participate in the Company’s Executive Change in Control and Severance Plan (the “Plan”) as a Participant. 
 A copy
of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them
in the Plan. 
 In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it
to [NAME] no later than [DATE]. 
 The Plan describes in detail certain circumstances under which you may become eligible for Severance
Benefits. As described more fully in the Plan, you may become eligible for certain Severance Benefits if you experience an Involuntary Termination. 

1. Involuntary Termination Outside of Change in Control Period. Upon your Involuntary Termination occurring outside of
the Change in Control Period, subject to the terms and conditions of the Plan, you will receive: 
 a. Cash Severance
Benefits. 
 (i) Base Salary. A lump sum payment equal to [Level 1: [    ] months;
Level 2: [    ] months] of your annual base salary as in effect immediately prior to your Involuntary Termination (less applicable withholding taxes). 

(ii) Pro-Rated Target Bonus. A lump-sum
payment equal to (A) your annual target bonus for the fiscal year in which your Involuntary Termination occurs multiplied by (B) a fraction, the numerator of which is the number of days between (and including) the start of the year in
which your Involuntary Termination occurs and the date of your Involuntary Termination and the denominator of which is 365 (less applicable withholding taxes). 

b. Continued Medical Benefits. A lump sum payment equal to the cost of continued health coverage under COBRA, as
described in Section 4.2 of the Plan, for a period of [Level 1: [    ] months; Level 2: [    ] months] following the date of your Involuntary Termination (less applicable
withholding taxes). 
 2. Involuntary Termination Within Change in Control Period. Upon your Involuntary Termination
occurring within the Change in Control Period, subject to the terms and conditions of the Plan, you will receive: 












 a. Cash Severance Benefits. 

(i) Base Salary. A lump-sum payment equal to your [Level 1:
[    ] months; Level 2: [    ] months] of your annual base salary as in effect immediately prior to your Involuntary Termination (less applicable withholding taxes). 

(ii) Pro-Rated Target Bonus. A lump-sum
payment equal to (A) your annual target bonus for the fiscal year in which your Involuntary Termination occurs multiplied by (B) a fraction, the numerator of which is the number of days between (and including) the start of the year in
which your Involuntary Termination occurs and the date of your Involuntary Termination and the denominator of which is 365 (less applicable withholding taxes). 

b. COBRA Severance. A lump sum payment equal to the cost of continued health coverage under COBRA, as described in
Section 4.2 of the Plan, for a period of [Level 1: [    ] months; Level 2: [    ] months] following the date of your Involuntary Termination (less applicable withholding
taxes). 
 c. Equity Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become
vested in full and, to the extent applicable, become immediately exercisable (it being understood that forfeiture of any equity awards due to termination of employment will be tolled to the extent necessary to implement this section (c)). If,
however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the
performance criteria had been achieved at target levels for the relevant performance period(s). 
 3. Non-Duplication of Payment or Benefits: If (a) your Involuntary Termination occurs prior to a Change in Control that qualifies you for Severance Benefits under Section 1 of this Participation Agreement
and (b) a Change in Control occurs within the 3-month period following your Involuntary Termination that qualifies you for the superior Severance Benefits under Section 2 of this Participation
Agreement, then (i) you will cease receiving any further payments or benefits under Section 1 of this Participation Agreement and (ii) the Cash Severance Benefits, Continued Medical Benefits, and Equity Award Vesting Acceleration, as
applicable, otherwise payable under Section 2 of this Participation Agreement each will be offset by the corresponding payments or benefits you already received under Section 1 of this Participation Agreement in connection your Involuntary
Termination. 
 In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must
sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period, and otherwise comply with the requirements under Section 6 of the Plan. 

4. Exclusive Benefit. In accordance with Section 8 of the Plan, the benefits, if any, provided under this
Plan will be the exclusive benefits for a Participant related to his or her termination of employment with the Company and/or a change in control of the Company and will supersede and replace any severance and/or change in control benefits set forth
in any offer letter, employment or severance agreement and/or other agreement between the Participant and the Company, including any equity award agreement. For the avoidance of 

  
 -A-2- 













 
doubt, if a Participant was otherwise eligible to participate in any other Company severance and/or change in control plan (whether or not subject to ERISA), then participation in this Plan will
supersede and replace eligibility in such other plan. Notwithstanding the foregoing, any provision in your existing offer letter, employment agreement, and/or equity award agreement with the Company that provides for vesting of your restricted stock
units upon a “Liquidity Event” (as defined in the letter and/or agreement), or such other similar term as set forth therein, will not be superseded by the Plan or the Participation Agreement, and will continue in full force and effect
pursuant to its existing terms. 
 By your signature below, you and the Company agree that your participation in the Plan is
governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Executive Change in Control and Severance Plan and Summary Plan Description; (2) you have
carefully read this Participation Agreement and the Executive Change in Control and Severance Plan and Summary Plan Description and you acknowledge and agree to its terms, including, but not limited to, Section 8 of the Executive Change in
Control and Severance Plan and Summary Plan Description; (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors. 

[Signature page follows] 

  
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	 LYFT, INC.
	 	
                       
     
	  	 PARTICIPANT

			
	  
	 		  	  

	 Signature
	 		  	 Signature

			
	  
	 		  	  

	 Name
	 		  	 Date

			
	  
	 		  	
	 Title
	 		  	

 Attachment: Lyft, Inc. Executive Change in Control and Severance Plan and Summary Plan Description 

[Signature page to the Participation Agreement] 

  
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