EX-10.2



 EXHIBIT 10.2 

Change of Control Severance Policy 

Participation Agreement 

This Participation Agreement (“Agreement”) is made and entered into by and between Anthony Noto on the one hand, and Twitter,
Inc. (the “Company”) on the other. 
 RECITALS 

The Company adopted a Change of Control Severance Policy (the “Policy”) to assure that the Company will have the continued
dedication and objectivity of the participants in the Policy, notwithstanding the possibility, threat or occurrence of a Change of Control. 

The Company has designated you as eligible for protection under the Policy and this Agreement, subject to your qualifying as an Eligible
Employee under the Policy on the date of a COC Qualified Termination. 
 In addition, the Company has determined that it would be in the
best interests of the Company to provide you with severance protection in addition to that payable upon a COC Qualified Termination. 

Unless otherwise defined herein, the terms defined in the Policy, which is hereby incorporated by reference, shall have the same defined
meanings in this Agreement. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 

COC Qualified Termination. 
 You have been
designated as an Eligible Employee in the Policy, a copy of which is attached hereto, subject to your satisfying the criteria of being an Eligible Employee on the date of a COC Qualified Termination. For avoidance of doubt, if you terminate your
employment for Good Reason during the Change in Control Period, that will be a COC Qualified Termination. 







 The terms and conditions of your participation in the Policy are as set forth in the Policy. 

 

	          Your equity vesting benefit shall be 
	100% 

  

	          Your percentage of Base Salary shall be 
	100% 

  

	          Your COBRA benefit shall be 
	12 months 

 Non-COC Qualified Termination. 

If your employment is terminated by the Company in an Involuntary Termination that is not a COC Qualified Termination or you terminate your
employment for Good Reason (either a “Non-COC Qualified Termination”), you will be entitled to the following benefits, subject to your compliance with the Policy, except that all references to COC Qualified Termination will instead be read
as Non-COC Qualified Termination. 
 Your equity vesting benefit shall be no less than 12.5% as determined by the Compensation Committee
based on the facts and circumstances
  

	          Your percentage of Base Salary shall be 
	50% 

  

	          Your COBRA benefit shall be 
	6 months 

 “Good Reason” means your termination of employment within thirty (30) days following the
“notice and cure period” in the next paragraph following the occurrence of one or more of the following events, without your express written consent: (a) a material adverse change in the nature or scope of your authority, powers,
functions, duties, responsibilities, or reporting relationship (including ceasing to directly report to the chief executive officer or board of directors of a publicly traded entity, as applicable); (b) a material reduction by the Company in
your rate of annual base salary; (c) the failure of the Company to continue any material compensation plan in which you are participating, unless you are permitted to participate in other plans providing you with substantially comparable
compensation-related benefits, or the taking of any action by the Company which would adversely affect your participation in or materially reduce your compensation-related benefits under any such plan; or (d) the failure of the Company to
obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations under this agreement. 







 Your employment may be terminated by you for Good Reason only if an event or circumstance set
forth the Good Reason definitions as specified in (a) through (d) above shall have occurred and you provide the Company with written notice thereof within ninety (90) days after you have knowledge of the occurrence or existence of
such event or circumstance, which notice shall specifically identify the event or circumstance that you believe constitutes Good Reason, the Company fails to correct the circumstance or event so identified within thirty (30) days after the
receipt of such notice, and you resign after the expiration of the cure period referenced in the preceding clause. 
 You agree that the
Policy constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and shall
specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between the you and Company. Your participation in the Policy is contingent upon your agreeing
to the terms of the Policy 
 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. 
 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer, as of the day and year set forth below. 
  

									
	Twitter, Inc.	 		 	ELIGIBLE EMPLOYEE
					
	By:	 	 /s/ Richard Costolo
	 		 	Signature:	 	 /s/ Anthony Noto

					
	Date:	 	 June 30, 2014
	 		 	Date:	 	 June 30, 2014