EX-10.1



 EXHIBIT 10.1 

RSU#:                      

SNAP INC. 

RESTRICTED STOCK UNIT GRANT NOTICE—GLOBAL

 (2017 EQUITY INCENTIVE PLAN) 

Snap Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby awards to
Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms
and conditions as set forth in this notice of grant (this “Restricted Stock Unit Grant Notice”) and in the Plan and the Restricted Stock Unit Agreement (the “Award Agreement”), including any special
terms and conditions for your country set forth in the attached appendix (the “Appendix”), all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have
the meanings set forth in the Plan or the Award Agreement (including the Appendix). In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control. 

 

									
		 	Participant:	 		 	 	 	
		 	Date of Grant:	 		 	 	 	
		 	Vesting Commencement Date:	 		 	 	 	
		 	Number of Restricted Stock Units/Shares:	 		 	 	 	

  

	 Vesting Schedule:  
	Participant will receive a benefit with respect to an RSU only if it vests. A time and service-based requirement (the “Service-Based Requirement”) must be satisfied in order for an RSU to vest. An RSU shall actually vest
(and therefore become a “Vested RSU”) on the date on which the Service Based Requirement is satisfied with respect to that particular RSU (the “Vesting Date”). All RSUs that do not become Vested RSUs
will be immediately forfeited to the Company upon expiration at no cost to the Company. 

  

	 	The Service-Based Requirement will be satisfied in installments as follows: 10% of the RSUs will have the Service-Based Requirement satisfied once the Participant completes 12 months of Continuous Service from the
Vesting Commencement Date; 20% of the RSUs will have the Service-Based Requirement satisfied in equal quarterly installments during the second 12-month period of Participant’s Continuous Service; 30% of the RSUs will have the Service-Based
Requirement satisfied in equal quarterly installments during the third 12-month period of Participant’s Continuous Service; and 40% of the RSUs will have the Service-Based Requirement satisfied in equal
quarterly installments during the fourth 12-month period of Participant’s Continuous Service. If the Participant dies while in Continuous Service, the Service-Based Requirement will be satisfied as to
100% of the RSUs for which the Service-Based Requirement otherwise already was not satisfied. 

  

	 	 Notwithstanding the foregoing, if within 12 months following a Change in Control, (i) Participant’s employment
with the Company or an Affiliate is involuntarily terminated by the Company or the Affiliate without Cause, or (ii) Participant resigns Participant’s employment with the Company or an Affiliate for Good Reason (as defined below), and in
either case other than as a result of Participant’s disability, the Service-Based Requirement of the RSUs will be deemed satisfied so that the total number of the RSUs issued to Participant as of Participant’s last day of employment equals
1/16th of the RSUs for each completed quarter of Participant’s 



  
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Continuous Service. This accelerated vesting is contingent upon (a) Participant’s continuing to comply with his/her obligations under any agreement between Participant and the Company
or an Affiliate, including without limitation Participant’s Confidential Information and Inventions Assignment Agreement and (b) Participant’s signing, delivering to the Company and not revoking an effective separation agreement and
general release of claims in favor of the Company and its Affiliates in a form acceptable to the Company within 60 days following Participant’s termination date. 



 

	 	For purposes of the RSU, “Good Reason” shall mean any of the following actions taken without Cause by the Company or an Affiliate or a successor corporation or entity without Participant’s
consent: (w) material reduction of Participant’s base compensation; (x) material reduction of Participant’s authority, duties or responsibilities, provided, however, that a change in job position (including a change in title)
shall not be deemed a “material reduction” unless Participant’s new authority, duties or responsibilities are materially reduced from Participant’s prior authority, duties or responsibilities; (y) failure or refusal of a
successor to the Company or an Affiliate to materially assume the Company’s or an Affiliate’s obligations under Participant’s offer letter from the Company or an Affiliate in the event of a Change in Control; or (z) relocation of
Participant’s principal place of employment that results in an increase in Participant’s one-way driving distance by more than fifty (50) miles from Participant’s then current principal residence. In order to resign for Good
Reason, Participant must provide written notice of the event giving rise to Good Reason to the Board within ninety (90) days after the condition arises, allow the Company or an Affiliate thirty (30) days to cure such condition, and if the
Company or an Affiliate fails to cure the condition within such period, then Participant’s resignation from all positions Participant then holds with the Company or an Affiliate must be effective not later than ninety (90) days after the
end of the Company’s cure period. 

  

	 Issuance Schedule:  
	Subject to any Capitalization Adjustment, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Award Agreement. 


Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the
Award Agreement (including the Appendix) and the Plan. Participant acknowledges and agrees that this Restricted Stock Unit Grant Notice and the Award Agreement (including the Appendix) may not be modified, amended or revised except as provided in
the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement (including the Appendix) and the Plan set forth the entire understanding between Participant and the Company
regarding the acquisition of Common Stock pursuant to the Award and supersede all prior oral and written agreements on that subject with the exception, if applicable, of (i) equity awards previously granted and delivered to Participant,
(ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this Award upon the
terms and conditions set forth therein. 
 By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate
in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. 

  
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	SNAP INC.	  	PARTICIPANT:
				
	By:	 	 	 		  	 
		 	Signature	 		  		  	Signature
					
	Title:	 	 	 		  	Date:	  	 
					
	Date:	 	 	 		  		  	

 ATTACHMENTS: Award Agreement (including the Appendix), 2017 Equity Incentive Plan 

  
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 SNAP INC. 

2017 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT—GLOBAL 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Award Agreement”), including any special terms and conditions for your country set forth in the attached appendix (the “Appendix”), and in consideration of your services, Snap Inc. (the
“Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to Section 11 of the Company’s 2017 Equity Incentive Plan (the
“Plan”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Award Agreement or the Grant Notice will have the same meanings given to them in the
Plan. The terms of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows: 
 1.
GRANT OF THE AWARD. This Award represents the right to be issued on a future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the
applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the
“Account”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company or an Affiliate. Except as otherwise provided herein, you
will not be required to make any payment to the Company or an Affiliate (other than services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of the Stock Units or the delivery of the Company’s Common Stock
to be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your Stock Units,
and, to the extent applicable, references in this Award Agreement and the Grant Notice to Common Stock issuable in connection with your Stock Units will include the potential issuance of its cash equivalent pursuant to such right. 

2. VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting
schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Restricted Stock Units/shares of Common Stock credited to the Account that
were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock. 

3. NUMBER OF SHARES. The number of Restricted Stock Units/shares subject to your Award may
be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, will be subject,
in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the
provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share. 

4. SECURITIES LAW COMPLIANCE. You may not be issued any Common Stock under
your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such Common Stock if the Company determines that such receipt would not be in material
compliance with such laws and regulations. 

  
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 5. TRANSFER RESTRICTIONS. Prior to the time
that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award. For example, you may not use shares that may be issued in respect of your
Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. At your death, vesting of your Award will cease and your
executor or administrator of your estate will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. 

6. DATE OF ISSUANCE.  

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4)
and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Award Agreement, in the event one or more Restricted Stock Units vests, the Company will issue to you one
(1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant Notice). The issuance date
determined by this paragraph is referred to as the “Original Issuance Date”. 
 (b) If the Original Issuance Date
falls on a date that is not a business day, delivery will instead occur on the next following business day. In addition, if: 
 (i) the
Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a
date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under
the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Plan”)), and  

(ii) either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to
satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a
broker-dealer pursuant to Section 11 of this Award Agreement (including but not limited to a commitment under a 10b5-1 Plan) and (C) not to permit you to pay the Withholding Taxes in cash or from other compensation otherwise payable to you
by the Company, 
 then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such
Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar
year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations
Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial
risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 
 (c) The form of delivery of the shares of
Common Stock in respect of your Award (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. 

  
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 7. DIVIDENDS. You will receive no benefit or adjustment to your Award with
respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in
connection with your Award after such shares have been delivered to you. 
 8. RESTRICTIVE LEGENDS. The
shares of Common Stock issued under your Award will be endorsed with appropriate legends as determined by the Company. 
 9.
EXECUTION OF DOCUMENTS. You hereby acknowledge and agree that the manner selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your
Grant Notice and of this Award Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award. 

10. AWARD NOT A SERVICE CONTRACT. 

(a) Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an
Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Award Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares subject to your Award), the Plan or any
covenant of good faith and fair dealing that may be found implicit in this Award Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any
promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit
under this Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Award Agreement or Plan; or (iv) deprive the Company or an Affiliate of the right to terminate your employment without regard
to any future vesting opportunity that you may have. 
 (b) By accepting this Award, you acknowledge and agree that the right to continue
vesting in the Award is earned only by continuing as an employee, director or consultant of the Company or an Affiliate and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or
Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the
termination of Affiliate status of your employer and the loss of benefits available to you under this Award Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree
that this Award Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied
promise of continued engagement as an employee or consultant for the term of this Award Agreement, for any period, or at all, and will not interfere in any way with your right or the right of the Company or an Affiliate to terminate your Continuous
Service at any time, with or without cause and with or without notice, and will not interfere in any way with the Company’s right to conduct a reorganization. 

11. WITHHOLDING OBLIGATIONS.  

(a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any
other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and otherwise agree to make adequate provision in cash for any sums


  
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required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding
Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means:
(i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if
applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) (pursuant to this authorization and without further consent) whereby you irrevocably elect to sell a portion
of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company
and its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued
to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required
tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further,
that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation
Committee. However, the Company does not guarantee that you will be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully
satisfying the Withholding Taxes. 
 (b) Unless the tax withholding obligations of the Company and any Affiliate are satisfied, the Company
will have no obligation to deliver to you any Common Stock or other consideration pursuant to this Award. 
 (c) In the event the
Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld
by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

12. TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of
this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and legal advisors regarding the tax consequences of this
Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) will be responsible for your own tax liability that may arise as a result of
this investment or the transactions contemplated by this Award Agreement. 
 13. UNSECURED OBLIGATION.
Your Award is unfunded, and as a holder of a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Award Agreement. You
will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Award Agreement until such shares are issued to you pursuant to Section 6 of this Award Agreement. Upon such
issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Company or any other person. 

  
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 14. NOTICES. Any notice or request required or permitted
hereunder will be given in writing to each of the other parties hereto and will be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery via electronic means, or
(ii) the date that is five (5) days after deposit in the national Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed to the Company at its primary
executive offices, attention: Stock Plan Administrator, and addressed to you at your address as on file with the Company at the time notice is given. 

15. HEADINGS. The headings of the Sections in this Award Agreement are inserted for convenience only and
will not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement. 
 16.
ADDITIONAL ACKNOWLEDGEMENTS. You hereby consent and acknowledge that: 
 (a) Participation in the Plan is
voluntary and therefore you must accept the terms and conditions of the Plan and this Award Agreement and Grant Notice as a condition to participating in the Plan and receipt of this Award. This Award and any other awards under the Plan are
voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. All determinations with respect to any
such future awards, including, but not limited to, the time or times when such awards are made, the size of such awards and performance and other conditions applied to the awards, will be at the sole discretion of the Company. 

(b) The future value of your Award is unknown and cannot be predicted with certainty. You do not have, and will not assert, any claim or
entitlement to compensation, indemnity or damages arising from the termination of this Award or diminution in value of this Award and you irrevocably release the Company, its Affiliates and, if applicable, your employer, if different from the
Company, from any such claim that may arise. Neither the Company nor any Affiliate shall be liable for any exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of your Award or of any amounts
due to you on the subsequent sale of any shares of Common Stock distributed to you on the vesting of your Award. 
 (c) The rights and
obligations of the Company under your Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and
assigns. 
 (d) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of
the Company to carry out the purposes or intent of your Award. 
 (e) You acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 

(f) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. 
 (g) All obligations of the Company under the Plan and this Award Agreement will be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and assets of the Company. 

  
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 17. GOVERNING PLAN DOCUMENT.
Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations
thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily
terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company. 

18. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.
The value of the Award subject to this Award Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or
any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate. 

19. CHOICE OF LAW. The interpretation, performance and enforcement of this Award Agreement
will be governed by the law of the State of Delaware without regard to that state’s conflicts of laws rules. 
 20.
SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of
this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the
terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 21. OTHER
DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In
addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

22. AMENDMENT. This Award Agreement may not be modified, amended or terminated except by an instrument in writing,
signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Award Agreement, so long as
a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting
the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws
or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 

  
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 23. COMPLIANCE WITH SECTION 409A
OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding
the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the
meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition
thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued
in a lump sum on the earlier of: (i) the fifth business day following your death, or (ii) the date that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in
accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A
of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 

24. DATA TRANSFER. You explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of your personal data as described in this document by and among, as applicable, your employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the
Plan. You understand that the Company, its Affiliates and your employer hold certain personal information about you, including, but not limited to, name, home address and telephone number, date of birth, social security number (or other
identification number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or
outstanding in your favor for the purpose of implementing, managing and administering the Plan (“Data”). You understand that the Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in your country or elsewhere, in particular in the United States, and that the recipient country may have different data privacy laws providing less protections of your personal data than
your country. You may request a list with the names and addresses of any potential recipients of the Data by contacting equityquestions@snap.com or the stock plan administrator at the Company (the “Stock Plan
Administrator”). You authorize the recipients to receive, possess, process, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data, as may be required to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired upon the vesting of the Award. You understand that Data will be held only as
long as is necessary to implement, administer and manage your participation in the Plan. You may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data
or refuse or withdraw the consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. You understand that refusing or withdrawing consent may affect your ability to participate in the Plan. For more information
on the consequences of refusing to consent or withdrawing consent, you may contact the Stock Plan Administrator. 
 25.
APPENDIX. Notwithstanding any provisions in this Restricted Stock Unit Award Agreement, your Award shall be subject to the special terms and conditions for your country set forth in the Appendix attached hereto.
Moreover, if you relocate to one of the countries included therein, the terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable for
legal or administrative reasons. The Appendix constitutes part of this Restricted Stock Unit Award Agreement. 

  
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 * * * * * 

This Award Agreement will be deemed to be signed by the Company and the Participant upon the signing or electronic acceptance by the Participant of the
Restricted Stock Unit Grant Notice to which it is attached. 

  
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 APPENDIX TO RESTRICTED STOCK
UNIT AWARD AGREEMENT 
 This Appendix includes special terms and conditions that govern the
Restricted Stock Units granted to you under the Plan if you reside or work in one of the countries listed below. 
 The information contained below is
general in nature and may not apply to your particular situation. You are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. 

AUSTRALIA 

Breach of Law. Notwithstanding anything else in the Plan or the Restricted Stock Unit Award Agreement, you will not be entitled to, and shall not claim
any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable
statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose of overcoming any such limitation
or restriction. 
 Securities Law Information. The grant of the Award is intended to comply with the provisions of the Corporations Act 2001, ASIC
Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the Offer of Restricted Stock Units to Australian Resident Employees, which was distributed with the Grant Notice, this Award
Agreement and any other Plan documents. 
 Exchange Control Information. Exchange control reporting is required for cash transactions exceeding
A$10,000 and international fund transfers. You understand that the Australian bank assisting with the transaction may file the report on your behalf. If there is no Australian bank involved in the transfer, you will be required to file the report.
You should consult with your personal advisor to ensure proper compliance with applicable reporting requirements in Australia. 
 Privacy.
Section 24 (Data Transfer) is deleted and replaced with the following: 
 24. PRIVACY. You explicitly and unambiguously consent
to the collection, holding, use and disclosure, in electronic or other form, of your personal information (as that term is defined in the Privacy Act 1988 (Cth)) as described in this document by and among, as applicable, your employer, the
Company and its Affiliates for the purpose of implementing, administering and managing your participation in the Plan. You understand that the Company, its Affiliates and your employer hold certain personal information about you, including, but not
limited to, name, home address and telephone number, email address and other contact details, date of birth, tax file number (or other identification number), salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, managing and administering the Plan
(“Data”). The collection of this information may be required for compliance with various legislation, including the Corporations Act 2001 (Cth) and applicable taxation legislation. You understand that the Data may be
transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, in particular in the United States, and that the recipient country may
have different data privacy laws providing less protection of your personal data than your country. You may request a list with the names and addresses of any potential recipients of the Data by contacting equityquestions@snap.com or the stock plan


  
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administrator at the Company (the “Stock Plan Administrator”). You authorize the recipients to collect, hold, use and disclose the Data, in electronic or other form, for
the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom you may elect to deposit any shares of the Common
Stock acquired upon the vesting of the Award. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or for the period required by law, whichever is the longer. You may,
at any time, refuse or withdraw the consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. You understand that refusing or withdrawing consent may affect your ability to participate in the Plan. You
acknowledge that further information on how your employer, the Company and its Affiliates collect, hold, use and disclose Data and other personal information (and how you can access, correct or complain about the handling of that Data or other
personal information by your employer, the Company and its Affiliates) can be found in the privacy policies of your employer, the Company and its Affiliates (as applicable). 

BRAZIL 

Compliance with Law. By accepting the Award and accepting the terms of the Award Agreement, you acknowledge and agree to comply with all applicable
Brazilian laws and pay any and all applicable Withholding Taxes associated with the Award, the sale of shares of Common Stock acquired under the Plan, and the receipt of any dividends paid on such shares of Common Stock. 

Exchange Control Information. If you are a Brazilian resident, you must periodically disclose to the Central Bank of Brazil a declaration of assets and
rights held abroad. The reporting is made by means of a Statement of Brazilian Capitals Abroad (“DCBE”) and must be submitted annually if the aggregate value of such assets and rights is US$100,000 or more. Notwithstanding
the above, the declaration is required quarterly if at the dates of March 31, June 30 and September 30, of each year, the aggregate value of such assets and rights held outside of Brazil is US$100,000,000 or more. Assets and
rights that must be reported include shares of Common Stock acquired under the Plan. You should consult with a personal advisor to ensure compliance with the applicable exchange control requirements. 

Securities Law Information. Please note that the offer of an award under the 2017 Equity Incentive Plan does not constitute a public offer in Brazil,
and therefore it is not subject to registration with the Brazilian authorities. 
 Tax on Financial Transaction (IOF). Payments to foreign countries
and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial
Transactions arising from your participation in the Plan. You should consult with your personal tax advisor for additional details. 
 Acknowledgment of
Forfeiture and Clawback Provisions. By accepting the Award, you acknowledge being subject to the provisions of any forfeiture and claw-back policy implemented by the Company, including, without limitation, any clawback policy adopted to comply
with the requirements of applicable law. 
 Additional Acknowledgements. The following sub-section is added as Section 16(h): 

(h) In accepting this Award Agreement, you acknowledge being subject to the provisions of any forfeiture and claw-back policy implemented by the Company,
including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law. 

  
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 CANADA 

Grant of the Award. The final sentence of Clause 1 (“Notwithstanding the foregoing, the Company reserves the right to issue you the cash
equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your Stock Units, and, to the extent applicable, references in this Award Agreement and the Grant Notice to Common Stock issuable in
connection with your Stock Units will include the potential issuance of its cash equivalent pursuant to such right.”) is deleted. 
 Continuous
Service. This provision supplements the definition of “Continuous Service” set out in the Plan. The Participant’s Continuous Service will be determined without regard to any period of statutory, contractual, common
law or other reasonable notice of termination of employment or any period of salary continuance or deemed employment. 
 Securities Law Information.
You understand that you are permitted to sell shares of Common Stock acquired pursuant to the Plan provided the sale of the shares acquired pursuant to the Plan takes place outside of Canada through the facilities of a stock exchange on which the
shares are listed, and if any designated broker is appointed under the Plan, you shall sell such shares through the designated broker. 

Foreign Asset/Account Reporting Information. If you are a Canadian resident, you may be required to report your foreign property on form T1135 (Foreign
Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time in the year. Foreign property includes shares of Common Stock acquired under the Plan, and may include the Restricted Stock Units. The Restricted
Stock Units must be reported—generally at a nil cost—if the C$100,000 cost threshold is exceeded because of other foreign property you hold. If shares of Common Stock are acquired, their cost generally is the adjusted cost base
(“ACB”) of the shares of Common Stock. The ACB ordinarily would equal the fair market value of the shares at the time of acquisition, but if you own other shares of Common Stock, this ACB may have to be averaged with the ACB
of the other shares. The form T1135 generally must be filed by April 30 of the following year. You should consult with a personal advisor to ensure compliance with the applicable reporting requirements. 

Award Not a Service Contract. In Sections 10(a) and 10(b), references to “and with or without notice” are deleted. 

Withholding Obligations. Section 11(a) is deleted and replaced with the following: 

11. WITHHOLDING OBLIGATIONS. 
 (a) On each
vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate
arrangements satisfactory to the Company or adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the
“Withholding Taxes”). Additionally, the Company or any Affiliate may satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means:
(i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment, if applicable, with a
broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) (subject to your written consent) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection
with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and its Affiliates; or
(iv)

  
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permitting you (subject to your written consent) to surrender Restricted Stock Units to the Company for a cash payment which shall be used to satisfy the Withholding Taxes, whereby the number of
Restricted Stock Units that may be surrendered for a cash payment shall be equal to the Withholding Taxes divided by a Fair Market Value (measured as of the date shares of Common Stock are otherwise issuable to you pursuant to Section 6).
However, the Company does not guarantee that you will be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the
Withholding Taxes. 
 The following provision only applies if you reside in Quebec: 

Language Consent. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 
 Les parties
reconnaissent avoir exigé la rédaction en anglais de cette convention («Agreement»), ainsi que cette Annexe, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou
intentés en vertu de, ou liés directement ou indirectement à, la présente convention. 

GERMANY 

Sole Contact and Contractual Partner Information. Please note that the RSU Award, the RSU Grant Notice, the Award Agreement, the Appendix and your
participation in the Plan do not create any claims against the Affiliate of the Company you are employed by/your German employer either directly or indirectly. To be clear: your sole contact and sole contractual partner regarding the Plan and the
granted RSUs is the Company and they are not part of your contractual salary. 
 Exchange Control Information. Cross-border payments in excess of
€12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized upon the sale of shares of Common Stock or the receipt of dividends), the report
must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically and the form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the
Bundesbank’s website (www.bundesbank.de) in both German and English. You are responsible for making this report. 

JAPAN 

Securities Law Information. The Company notifies to you, and you acknowledge, that: (i) the solicitation of the Awards falls under the category of
solicitation towards small number investors as provided in article 23-13.4 of the Financial Instruments and Exchange Law of Japan (kinyuu shouhin torihiki hou) (Law No. 25 of 1948, as amended) and therefore no notification under
article 4.1 of the same has been made in respect of the solicitation; (ii) you are prohibited from transferring the Awards unless transferred as a whole; and (iii) the Awards cannot be divided into parts. 

Foreign Asset/Account Reporting Information. Japanese residents are required to report details of any assets held outside of Japan as of
December 31, including shares of Common Stock acquired under the Plan, to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 each year. You are responsible for complying
with this reporting obligation if applicable to you and you should consult your personal tax advisor in this regard. If you do not comply with this reporting obligation, you may be subject to imprisonment of up to 1 year or a fine of up to
¥500,000. 

  
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 LATVIA 

Financial Instruments Market Law. You acknowledge that the Restricted Stock Units granted under the Plan are not intended to be publicly offered in or
from Latvia. Neither the Award Agreement nor any other materials relating to the Plan constitutes a prospectus as such term is understood pursuant to the Financial Instruments Market Law. 

NETHERLANDS 

 
 



 
 NORWAY 

Data Transfer. This provision supplements Section 24 of the Restricted Stock Unit Award Agreement: 

The data controller is Snap Inc. 63 Market Street, Venice, CA 90291, United States. The data controller’s representative in Norway is Snap Norway AS. 

Where Data is to be transferred to a country which is not recognized as providing the same level of legal protection of personal data as in the European
Economic Area, the Company, its Affiliates and your employer shall implement appropriate safeguards (e.g., the European Commission’s Standard Contractual Clauses or the EU-U.S. Privacy Shield) in accordance with the applicable statutory
requirements to ensure that any such transfer of Data is performed in accordance with such applicable legal requirements. 

SWEDEN 

There are no country-specific terms. 

SWITZERLAND 

Grant of the Award. The Award granted to a Swiss Participant is a voluntary gratuity (Gratifikation) as determined at the Company’s sole
discretion which the Participant has no entitlement to and which does not constitute an entitlement of the Participant for a grant of further Awards in the future. 

Language Acknowledgement. You confirm having read and understood the documents relating to the Plan, including the Award Agreement, with all terms and
conditions included therein, which were provided in the English language only. You confirm that you have sufficient language capabilities to understand these terms and conditions in full. 

Du bestätigst, dass du den Plan sowie die dazugehörigen Dokumente, inklusive der Vereinbarung, mit all den darin enthaltenen Bedingungen und
Voraussetzungen, welche in englischer Sprache verfasst sind, gelesen und verstanden hast. Du bestätigst dass Deine Sprachkenntnisse genügend sind, um die Bedingungen und Voraussetzungen zu verstehen. 

Securities Law Information. You acknowledge that the Plan is not intended to be publicly offered in or from Switzerland. Neither the Award Agreement
nor any other materials relating to the option constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither the Award Agreement nor any other materials relating to the option may be
publicly distributed nor otherwise made publicly available in Switzerland. 

  
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 UKRAINE 

Securities Law and Other Compliance. You are solely liable for obtaining all permits, authorizations, licenses and/or approvals from, and/or make any
and all notifications to, any governmental authorities in Ukraine, including without limitation, an individual license for foreign investments, as may be required by any applicable laws of Ukraine, to enable you to legitimately participate in the
Plan and/or receive the Award. 
 Tax. By accepting the Award and accepting the terms of the Award Agreement, you acknowledge and agree to
comply with all applicable Ukrainian laws and report any income and pay any and all applicable taxes and other mandatory contributions, as required by Ukrainian laws, associated with the Award, the sale of shares of Common Stock acquired under the
Plan, and the receipt of any dividends paid on such shares of Common Stock. 
 No Award for the Entrepreneurial Activity Statement for
Employees. If you work for the Company or its Affiliates under an employment agreement, by accepting the Award and accepting the terms of the Award Agreement you acknowledge and agree that the Award is provided to you not in connection with your
entrepreneurial activity (if any conducted by you) but in connection with your Continuous Service as an employee of the Company or its Affiliate. 

Language. You confirm having read and understood the documents relating to the Plan, including the Award Agreement with all terms and conditions
included therein, which were provided in the English language. You accept the terms of those documents accordingly and do not need their translation into Ukrainian. 

UNITED ARAB EMIRATES 

Securities Law Information. Participation in the Plan is being offered only to Employees, Consultants and Directors of the Company and its Affiliates,
and is in the nature of providing equity incentives to those providing services in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such participants and must not be delivered to, or relied on by, any
other person. You should conduct your own due diligence on the securities. If you do not understand the contents of the Plan or the Award Agreement, you understand that you should consult an authorized financial adviser. 

This Award Agreement and the Plan have not been approved or licensed by the UAE Central Bank, the Securities and Commodities Authority or any other relevant
licensing authorities or governmental agencies in the United Arab Emirates. This Award Agreement is strictly private and confidential and the terms of the Award Agreement and the Plan have not been reviewed by, deposited or registered with the UAE
Central Bank, the Securities and Commodities Authority or any other licensing authority or governmental agencies in the United Arab Emirates. This offer is being issued from outside the United Arab Emirates to a limited number of employees of an
Affiliate of the Company and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose. Further, the information contained in this Award Agreement and the Plan is not intended to
lead to the issue of any securities or the conclusion of any other contract of whatsoever nature within the territory of the United Arab Emirates. 

  
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 UNITED KINGDOM 

Award Not a Service Contract. The following supplements Section 10 of the Award Agreement: 

(c) You waive all rights to compensation or damages in consequence of the termination of your office or employment with the Company or any affiliate for any
reason whatsoever (whether lawful or unlawful and including, without prejudice to the foregoing, in circumstances giving rise to a claim for wrongful dismissal) in so far as those rights arise or may arise from you ceasing to hold or being able to
vest your Award, or from the loss on diminution in value of any rights or entitlements in connection with the Plan. 
 Tax Withholding Obligations.
The following supplements Section 11 of the Award Agreement: 
 (d) As a condition of the vesting of your
Award, you therefore unconditionally and irrevocably agree: 
 (i) to place the Company in funds and indemnify the Company in
respect of (1) all liability to UK income tax which the Company is liable to account for on your behalf directly to HM Revenue & Customs; (2) all liability to national insurance contributions which the Company is liable to account
for on your behalf to HM Revenue & Customs (including secondary class 1 (employer’s) national insurance contributions for which you are liable); and (3) all liability to national insurance contributions for which the Company is
liable which arises as a consequence of or in connection with your Award (the “UK Tax Liability”); or 

(ii) to permit the Company to sell at the best price which it can reasonably obtain such number of shares of Common Stock
allocated or allotted to you following vesting as will provide the Company with an amount equal to the UK Tax Liability; and to permit the Company to withhold an amount not exceeding the UK Tax Liability from any payment made to you (including, but
not limited to salary); and 
 (iii) if so required by the Company, and, to the extent permitted by law, to enter into a
joint election or other arrangements under which the liability for all or part of such employer’s national insurance contributions liability is transferred to you; and 

(iv) if so required by the Company, to enter into a joint election within Section 431 of (UK) Income Tax (Earnings and
Pensions) Act 2003 (“ITEPA”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Section 423 and 424 of ITEPA); and 

(v) to sign, promptly, all documents required by the Company to effect the terms of this provision, and references in this
provision to “the Company” shall, if applicable, be construed as also referring to any Affiliate. 

  
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