Zynga Inc. Change in Control Severance Benefit Plan



 Exhibit 10.23 
 ZYNGA INC. 
 CHANGE
IN CONTROL SEVERANCE BENEFIT PLAN 

1.      INTRODUCTION. The Zynga Inc. Change in Control Severance Benefit Plan (the
“Plan”) is established effective September 14, 2011 (the “Effective Date”). The Plan provides for the payment of accelerated vesting severance benefits to certain employees of Zynga Inc. (the
“Company”) in the event of a Change in Control. This document constitutes the Summary Plan Description for the Plan. 
  

	2.	DEFINITIONS. For purposes of the Plan, the following terms are defined as follows: 


(a)    “Board” means the Board of Directors of the Company. 

(b)    “Cause” means, with respect to a Participant: (i) any willful, material
violation of any law or regulation applicable to the business of the Company, conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration of a common law fraud; (ii) commission of an act of
personal dishonesty that involves personal profit in connection with the Company or any other entity having a business relationship with the Company; (iii) any material breach of any provision of any agreement or understanding between the
Company and the Participant regarding the terms of service as an employee, officer, director, or consultant to the Company, including without limitation, the willful and continued failure or refusal to perform the material duties required an
employee, officer, director or consultant of the Company, other than as a result of having a disability that prevents the Participant from performing the material duties required of a person holding the Participant’s position with the Company
for a period of at least 120 days, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company and the Participant; (iv) disregard of the policies of the Company so as to cause loss,
damage, or injury to the property, reputation, or employees of the Company; or (v) any other misconduct that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company.

 (c)    “Change in Control” means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the following events: 
 (i)    any
person, entity or group (within the meaning of Section 13(2)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership of securities of the Company representing more than 50% of the combined voting power
of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of
securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other person, entity or group that acquires the Company’s securities in a
transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of beneficial ownership held by any such person, entity
or group (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other 

  
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 acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if
a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the beneficial owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentage threshold, then a Change in
Control will be deemed to occur; 
 (ii)    there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not beneficially own, either
(A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction, or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior
to such transaction; 
 (iii)    there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries
to an entity, more than 50% of the combined voting power of the voting securities of which are beneficially owned by stockholders of the Company in substantially the same proportions as their beneficial ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; or 

(iv)    individuals who, on the date the Plan is adopted by the Board, are members of the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was
approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of the Plan, be considered as a member of the Incumbent Board. 

Notwithstanding the foregoing, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the
purpose of changing the domicile of the Company. To the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the
ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any
alternative definition thereunder). 
 (d)    “Code” means the Internal
Revenue Code of 1986, as amended. 
 (e)    “Constructive Termination” means
the voluntary termination of employment with the Company by the Participant resulting in a Separation from Service after one of the following is undertaken without the Participant’s written consent: (i) the assignment to the Participant of
any duties or responsibilities that results in a material diminution in the 

  
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 Participant’s employment role in the Company as in effect immediately prior to the date of such
actions; (ii) a greater than 10% aggregate reduction by the Company in the Participant’s annual base salary (that is, a material reduction in base compensation), as in effect immediately prior to the date of such actions; provided,
however, that if there are across-the-board proportionate reductions for all similarly situated employees of the Company, as determined by the Plan Administrator, by the same percentage amount as part of a general salary reduction, the reduction
as to the Participant shall not constitute a basis for a Constructive Termination or (iii) a non-temporary relocation of the Participant’s business office to a location that increases the Participant’s one way commute by more than 35
miles from the primary location at which the Participant performs duties as of immediately prior to the date of such action. An event or action by the Company will not give the Participant grounds to voluntarily terminate employment as a
Constructive Termination unless (A) the Participant gives the Company written notice within 30 days after the initial existence of such event or action that the event or action by the Company would give the Participant such grounds to so
terminate employment, (B) 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 within 30 days of receiving such written notice from the Participant, and
(C) the Participant terminates employment within 90 days following the end of the cure period. 

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

 (g)    “Involuntary Termination Without Cause” means a Participant’s
involuntary termination of employment by the Company resulting in a Separation from Service for a reason other than death, disability or Cause. 
 (h)    “Participant” means an individual (i) who is employed by the Company who holds a title of Vice President of the Company or above, and
(ii) who has received a Participation Notice from and executed and returned such Participation Notice to the Company. 

(i)    “Participation Notice” means the latest notice delivered by the Company to a
Participant informing the employee that the employee is eligible to participate in the Plan, substantially in the form of EXHIBIT A hereto. 
 (j)    “Plan Administrator” means the Board or any committee thereof duly authorized by the Board to administer the Plan. The Plan Administrator may, but
is not required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Board has previously appointed a committee to act as the Plan Administrator. 

(k)    “Qualifying Termination” means either (i) an Involuntary Termination
Without Cause, or (ii) a Constructive Termination, in either case that occurs during the 30 day period immediately preceding a Change in Control or the 18 month period immediately following a Change in Control. Termination of employment of a
Participant due to death or disability will not constitute a Qualifying Termination. 

  
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 (l)    “Separation from Service” means a
“separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any permissible alternative definition of “termination of employment” thereunder. 

 

	3.	ELIGIBILITY FOR BENEFITS. 

 (a)    Eligibility; Exceptions to Benefits. Subject to the terms and conditions of this Plan, the Company will provide the benefits described in Section 4 to the affected
Participant. A Participant will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator, in its sole discretion: 

(i)    The Participant is a party to an employment agreement or equity award agreement with the Company, or is
an eligible participant in another benefit plan, in each case providing for accelerated vesting of equity awards in the event of a Change in Control and/or a Qualifying Termination, and which agreement or plan is in effect at the time of the Change
in Control and/or the Qualifying Termination, and which agreement or plan provides benefits in an amount that is greater than the amount provided for in this Plan, in which case such Participant’s applicable benefit will be governed by the
terms of such agreement or plan. This Plan does not provide for duplication of benefits with any such other agreement or plan. 

(ii)    The Participant’s employment terminates or is terminated for any reason other than a Qualifying
Termination, or is terminated for any reason more than 30 days prior to a Change in Control. 

(iii)    The Participant has not entered into the Company’s standard form of Employee Invention
Assignment and Confidentiality Agreement or any similar or successor document (the “Proprietary Agreement”). 
 (iv)    The Participant has failed to execute, or has revoked, the Release (as defined and described in Section 6(a) below) within 60 days following his or her Separation
from Service. 
 (v)    The Participant has failed to return all Company Property. For this purpose,
“Company Property” means all paper and electronic Company documents (and all copies thereof) created and/or received by the Participant during his or her period of employment with the Company and other Company materials and
property that the Participant has in his or her possession or control, including, without limitation, Company files, notes, drawings records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and
development information, sales and marketing information, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, without limitation, leased
vehicles, computers, computer equipment, software programs, facsimile machines, mobile telephones, servers), credit and calling cards, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary
or confidential information of the Company (and all reproductions thereof, in whole or in part). As a condition to receiving benefits under the Plan, a Participant must not make or retain copies, reproductions or summaries of any such Company


  
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 documents, materials or property. However, a Participant is not required to return his or her personal
copies of documents evidencing the Participant’s hire, termination, compensation, benefits and stock options and any other documentation received as a stockholder of the Company. 

(b)    Termination of Benefits. A Participant’s right to receive benefits under the Plan will terminate
immediately if, at any time prior to or during the period for which the Participant is receiving benefits under the Plan, the Participant, without the prior written approval of the Plan Administrator: 

(i)    willfully breaches a material provision of the Proprietary Agreement; 

(ii)    encourages or solicits any of the Company’s then current employees to leave the Company’s
employ for any reason or interferes in any other manner with employment relationships at the time existing between the Company and its then current employees; or 
 (iii)    induces any of the Company’s then current clients, customers, suppliers, vendors, distributors, licensors, licensees or other third party to terminate their
existing business relationship with the Company or interferes in any other manner with any existing business relationship between the Company and any then current client, customer, supplier, vendor, distributor, licensor, licensee or other third
party. 
  

	4.	AMOUNT OF BENEFITS. 

 (a)    Single Trigger Vesting. Subject to a Participant’s continued service and eligibility under this Plan through the time immediately prior to a Change in Control, or in
the event of a Qualifying Termination in the 30 day period immediately preceding a Change in Control, and except as may otherwise be provided in the Participant’s Participation Notice, 25% of the total number of shares (or such lesser number as
remain unvested) subject to each of the Participant’s compensatory equity awards that are outstanding as of immediately prior to the Change in Control (or, in the case of a Qualifying Termination, as of the Qualifying Termination and after
giving effect to the accelerated vesting in Section 4(b) below), including, without limitation, stock options and restricted stock units, will immediately vest, and, as applicable, become exercisable. 

(b)    Double Trigger Vesting. In the event of the Qualifying Termination of a Participant who is serving at
or above the level of Senior Vice President at the time of the Qualifying Termination, and except as may otherwise be provided in the Participant’s Participation Notice, an additional 25% of the total number of shares (or such lesser number as
remain unvested) subject to each of the Participant’s then-outstanding compensatory equity awards, including, without limitation, stock options and restricted stock units, will vest, and, as applicable, become exercisable, effective as of the
date of the Qualifying Termination This vesting is in addition to any vesting benefit for which the Participant is eligible under Section 4(a) above, such that a Participant serving at or above the level of Senior Vice President at the time of
the Qualifying Termination may be eligible for acceleration of up to 50% of the total number of shares subject to each then-outstanding compensatory equity award. 

  
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 5.      ADDITIONAL BENEFITS. The Plan
Administrator may, in its sole discretion, provide additional or enhanced benefits to the Participants and may also provide the benefits of this Plan to employees who are not Participants (“Non-Participants”) but who are
chosen by the Plan Administrator, in its sole discretion, to receive benefits under this Plan. The provision of any such benefits to a Participant or a Non-Participant will in no way obligate the Company to provide such benefits to any other
Participant or to any other Non-Participant, even if similarly situated. If benefits under the Plan are provided to a Non-Participant, references in the Plan to “Participant” will be deemed to refer to such Non-Participants. 

 

	6.	LIMITATIONS ON BENEFITS. 

 (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 EXHIBIT B, EXHIBIT C, or EXHIBIT 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. 

  
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 (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 payment of any severance benefits under the Plan by the amount of such indebtedness. Such offset shall be made in accordance with all applicable laws. The Participant’s
execution of the Participant Notice constitutes knowing written consent to the foregoing. 

(e)    Parachute Payments. Except as otherwise expressly provided in an agreement between a Participant and
the Company, if any payment or benefit the Participant would receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the
meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount.
The “Reduced Amount” will be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (B) the largest portion, up to and including the total,
of the Payment, whichever amount, after taking into account all applicable federal, state, provincal, foreign and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the
Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute
payments” is necessary so that the Payment equals the Reduced Amount, reduction will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of stock awards other than stock options;
(3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. Within any such category of Payments (that is, (1), (2), (3) or (4)), a reduction will occur first with respect to
amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of vesting of stock award compensation is to be reduced, such
acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of stock award (i.e., earliest granted stock awards are cancelled last). 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. 
  

	7.	TAX MATTERS. 

 (a)    Application of Code Section 409A. It is intended that all of the benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4),
1.409A-1(b)(5) and 1.409A-1(b)(9), and the Plan will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the Plan 

  
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(and any definitions under the Plan) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of
Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), a Participant’s right to receive any installment payments under the Plan will be treated as a right to receive a series of
separate payments and, accordingly, each installment payment under the Plan will at all times be considered a separate and distinct payment. If the Plan Administrator determines that any of the payments upon a Separation from Service provided under
the Plan constitute “deferred compensation” under Section 409A and if the 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.      REEMPLOYMENT. 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.	RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.


 (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, 

  
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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 any Participant who would be adversely affected by such amendment or termination unless such Participant consents in writing to such amendment or
termination. Any action amending or terminating the Plan or any Participation Notice will be in writing and executed by a duly authorized officer of the Company. 
 10.    NO IMPLIED EMPLOYMENT CONTRACT. The Plan will not be deemed (i) to give any employee or other person any
right to be retained in the employ of the Company, or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved. 

11.    LEGAL CONSTRUCTION. the Plan will be governed by and construed under the laws of the
State of California (without regard to principles of conflict of laws), except to the extent preempted by ERISA. 
  

	12.	CLAIMS, INQUIRIES AND APPEALS. 


(a)    Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or
inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is set forth in Section 14(d). 

(b)    Denial of Claims. In the event that any application for benefits is denied in whole or in part, the
Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department
of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following: 
 (1)    the specific reason or reasons for the denial; 

(2)    references to the specific Plan provisions upon which the denial is based; 

(3)    a description of any additional information or material that the Plan Administrator needs to complete
the review and an explanation of why such information or material is necessary; and 
 (4)    an
explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil 

  
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action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d). 
 The notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan
Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90 day period.

 The notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan
Administrator is to render its decision on the application. 
 (c)    Request for a Review. Any
person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application
is denied. A request for a review will be in writing and will be addressed to: 
 Zynga Inc. 

Attn: General Counsel 
 444 De Haro Street 
 Suite 132 

San Francisco, CA 94107 
 A
request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) will have the opportunity to
submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review will take into account all comments, documents, records and other information submitted by the applicant (or his or
her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. 
 (d)    Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This
notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice
of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits, in whole or in part, the notice
will set forth, in a manner designed to be understood by the applicant, the following: 
 (1)    the
specific reason or reasons for the denial; 

  
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 (2)    references to the specific Plan provisions upon which the
denial is based; 
 (3)    a statement that the applicant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and 
 (4)    a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA. 

(e)    Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the
Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the
denial of benefits to do so at the applicant’s own expense. 
 (f)    Exhaustion of Remedies. No
legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Section 12(a), (ii) has been notified by the Plan
Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 12(c), and (iv) has been notified that the Plan Administrator
has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within the relevant time limits specified in this Section 12, the applicant may bring legal action for
benefits under the Plan pursuant to Section 502(a) of ERISA. 
 13.    BASIS OF
PAYMENTS TO AND FROM PLAN. All benefits under the Plan will be paid by the Company. The Plan will be unfunded, and benefits hereunder will be paid only from the general
assets of the Company. 
  

	14.	OTHER PLAN INFORMATION. 

 (a)    Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA)
by the Internal Revenue Service is 42-1733483. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 525. 
 (b)    Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31. 

(c)    Agent for the Service of Legal Process. The agent for the service of legal process with respect to the
Plan is: 

  
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 Zynga Inc. 
 Attn: General Counsel 
 444 De Haro Street 

Suite 132 
 San
Francisco, CA 94107 
 (d)    Plan Sponsor and Administrator. The “Plan Sponsor” and the
“Plan Administrator” of the Plan is: 
 Zynga Inc. 

Attn: General Counsel 
 444 De Haro Street 
 Suite 132 

San Francisco, CA 94107 
 The
Plan Sponsor’s and Plan Administrator’s telephone number is (800) 762-2530. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan. 

 

	15.	STATEMENT OF ERISA RIGHTS. 

 Participants in the Plan (which is a welfare benefit plan sponsored by Zynga Inc.) are entitled to certain rights and protections under ERISA. If you are a Participant, you are considered a participant in
the Plan for the purposes of this Section 15 and, under ERISA, you are entitled to: 
 Receive Information About Your Plan and Benefits

 (a)    Examine, without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee
Benefits Security Administration; 
 (b)    Obtain, upon written request to the Plan Administrator,
copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Plan Administrator may make a reasonable charge for the
copies; and 
 (c)    Receive a summary of the Plan’s annual financial report, if applicable.
The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. 
 Prudent Actions By Plan
Fiduciaries 
 In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the
operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your
employer, your union or any 

  
 12 









 other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA. 
 Enforce Your Rights 
 If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal
any denial, all within certain time schedules. 
 Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request a copy of Plan documents or the latest annual report from the Plan, if applicable, 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 Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. 
 If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. 
 If 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. The court will decide who should 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 your claim is frivolous. 

Assistance With Your Questions 
 If you
have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security 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 may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security
Administration. 
  

	16.	GENERAL PROVISIONS. 

 (a)    Notices. Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the terms of the Plan will be in writing and
will be deemed given when delivered personally, when received electronically (including email addressed to the Participant’s Company email account and to the Company email account of the Company’s General Counsel), or deposited in the U.S.
mail, First Class with postage prepaid, and addressed to the parties, in the case of the Company, at the address set forth in Section 14(d), in the case of a Participant, at the address as set forth in the Company’s employment file
maintained for the Participant as previously furnished by the Participant or such other address as a party may request by notifying the other in writing. 

  
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 (b)    Transfer and Assignment. The rights and obligations of a
Participant under the Plan may not be transferred or assigned without the prior written consent of the Company. The Plan will be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor by
merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. 

(c)    Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way
be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan. The rights granted to the parties herein are cumulative and will not constitute a waiver of any
party’s right to assert all other legal remedies available to it under the circumstances. 
 (d)    
Severability. Should any provision of the Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 

(e)     Section Headings. Section headings in the Plan are included only for convenience of reference and will
not be considered part of the Plan for any other purpose. 
 17.    EXECUTION. To record the adoption
of the Plan as set forth herein, Zynga Inc. has caused its duly authorized officer to execute the same as of the Effective Date. 
  

			
	ZYNGA INC.:
	
	  

	(Signature)



			
		
	By:	 	
 




			
		
	Title:	 	  




  
 14 









 For Employees Age 40 or Older 

Individual Termination 
 EXHIBIT A 
 ZYNGA INC.

 CHANGE IN CONTROL SEVERANCE BENEFIT
PLAN 
 PARTICIPATION NOTICE 

 

			
	To:	 	  



			
		
	Date:	 	  


 Zynga Inc. (the “Company”) has adopted the Zynga Inc. Change in Control Severance
Benefit Plan (the “Plan”). The Company is providing you this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to this Participation Notice.
The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together constitute the Summary Plan Description for the Plan. 

You understand that by accepting your status as a Participant in the Plan, your stock options that have been considered to be
“incentive stock options” prior to the date hereof may cease to qualify as “incentive stock options” as a result of the vesting acceleration benefit provided in the Plan. By accepting participation, you represent that you have
either consulted your personal tax or financial planning advisor about the tax consequences of your participation in the Plan, or you have knowingly declined to do so. 
 Notwithstanding the terms of the Plan: 
  

	
	  
 
	  


 Please return to the Company’s General Counsel a copy of this Participation Notice signed by you and
retain a copy of this Participation Notice, along with the Plan document, for your records. 
  

			
	ZYNGA INC.:
	
	  

	(Signature)



			
		
	By:	 	
 




			
		
	Title:	 	  










 EXHIBIT B 

RELEASE AGREEMENT 
 [EMPLOYEES AGE 40 OR OVER; INDIVIDUAL TERMINATION] 

I understand and agree completely to the terms set forth in the Zynga Inc. Change in Control Severance Benefit Plan (the
“Plan”). 
 I understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company
that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan. 
 I hereby
confirm my obligations under my Proprietary Agreement. 
 Except as otherwise set forth in this Release, I hereby
generally and completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and affiliates, and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and
including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the termination of
that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the
Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation,
emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising
under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal
Employee Retirement Income Security Act of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). 
 Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release: (a) any rights or claims for indemnification I may have pursuant to any written
indemnification agreement with the Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; or (b) any rights which cannot be waived as a matter of
law. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of
Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby 

  
 ii 









 represent and warrant that, other than the claims identified in this paragraph, I am not aware of any claims
I have or might have that are not included in the Release. 
 I acknowledge that I am knowingly and voluntarily waiving and
releasing any rights I may have under the ADEA, and that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge
that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to
signing this Release (although I may choose voluntarily not do so); (c) I have 21 days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven days following the date I sign this Release
to revoke the Release by providing written notice to an officer of the Company; and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release.

 I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with
the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder. 

I hereby represent that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits
and protections for which I am eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise; and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation
claim. 
 I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not
later than 21 days following the date it is provided to me. 
  

			
	PARTICIPANT:
	
	  

	(Signature)



			
		
	By:	 	
 




			
		
	Date:	 	  




  
 iii









 EXHIBIT C 

RELEASE AGREEMENT 
 [EMPLOYEES AGE 40 OR OVER; GROUP TERMINATION] 

I understand and agree completely to the terms set forth in the Zynga Inc. Change in Control Severance Benefit Plan (the
“Plan”). 
 I understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company
that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan. 
 I hereby
confirm my obligations under my Proprietary Agreement. 
 Except as otherwise set forth in this Release, I hereby generally and
completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and
including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the termination of
that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the
Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation,
emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising
under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). 

Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release: (a) any rights or
claims for indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law;
or (b) any rights which cannot be waived as a matter of law. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity
Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby








 
represent and warrant that, other than the claims identified in this paragraph, I am not aware of any claims I have or might have that are not included in the Release. 

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration
given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so);
(c) I have 45 days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven days following the date I sign this Release to revoke the Release by providing written notice to an office of
the Company; (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release; and (f) I have received with this Release a detailed list of the job
titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated. 

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the
debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder. 

I hereby represent that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits
and protections for which I am eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise; and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation
claim. 
 I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not
later than 45 days following the date it is provided to me. 
  

			
	PARTICIPANT:
	
	  

	(Signature)



			
		
	By:	 	
 




			
		
	Date:	 	  




  
 ii 









 EXHIBIT D 

RELEASE AGREEMENT 
 [EMPLOYEES UNDER AGE 40] 

I understand and agree completely to the terms set forth in the Zynga Inc. Change in Control Severance Benefit Plan (the
“Plan”). 
 I understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company
that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan. 
 I hereby
confirm my obligations under my Employee Proprietary Agreement. 
 Except as otherwise set forth in this Release, I hereby
generally and completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents,
attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior
to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates, or their affiliates, or the
termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership
interests in the Company and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for
fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Employee Retirement Income Security Act of 1974 (as amended), and the California Fair Employment
and Housing Act (as amended). 
 Notwithstanding the foregoing, I understand that the following rights or claims are not
included in my Release: (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliate to which I am a party; the charter, bylaws, or operating agreements of the
Company or its affiliate; or under applicable law; or (b) any rights which cannot be waived as a matter of law. In addition, I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding
before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or
proceeding. I hereby represent and warrant that, other than the claims identified in this paragraph, I am not aware of any claims I have or might have that are not included in the Release. 







 I acknowledge that I have read and understand Section 1542 of the California Civil Code
which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected
his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder. 

I hereby represent that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits
and protections for which I am eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise; and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation
claim. 
 I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not
later than 14 days following the date it is provided to me. 
  

			
	PARTICIPANT:
	
	  

	(Signature)



			
		
	By:	 	
 




			
		
	Date:	 	  




  
 ii