Facebook 2014 Annual Report Download - page 114

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EXHIBIT 10.5
FACEBOOK, INC.
2014 BONUS PLAN
1. Effective Date and Term. This Bonus Plan (“Plan”) shall be effective as of January 1, 2014, and is effective for calendar year 2014 (the
“Eligibility Period”), unless otherwise amended or terminated by Facebook, Inc. (“Facebook” or the “Company”) in accordance with
Section 6 of the Plan. The Plan supersedes all prior bonus plans except those set forth in an individual arrangement with an individual
employee in which case this Plan shall not apply. Any other such bonus plan is hereby terminated.
2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors (the “Plan Administrator”),
which shall have the discretionary authority to interpret and administer the Plan, including all terms defined herein, and to adopt rules and
regulations to implement the Plan, as it deems necessary. In addition, the Plan Administrator hereby delegates to the Company’s CFO and
the VP of Human Resources (such individuals, the “Executive Administrators” and together with the Plan Administrator, the
“Administrators”) the day-to-day implementation and interpretation of the Plan, including the approval of individual payouts under the
Plan to employees other than Facebook’s executive management team, or “mteam.” Notwithstanding the foregoing, the approval of the
Plan Administrator or the Company’s Board of Directors shall be required for the approval of the Plan itself and any material amendments
to the Plan; determination of the Company Performance Percentage (as defined below) under the Plan; approval of the aggregate payout
under the Plan; and approval of individual payouts under the Plan to Facebook’s “executive officers” (as determined by the Board of
Directors for purposes of Section 16 under the Securities Exchange Act of 1934). Any action that requires the approval of the Executive
Administrators must be jointly approved by both the Company’s CFO and the VP of Human Resources, and any action that requires the
approval of the Executive Administrators may instead also be approved by the Plan Administrator or the Board of Directors. The decisions
of the Administrators are final and binding.
3. Eligibility. Participation in the Plan is limited to Full-Time regular and Part-Time regular Facebook employees who are employed by
Facebook on or before December 31, 2014. Participation in the Plan is effective on the later of January 1, 2014 or the day the participant
commences as a Full-Time/Part-Time regular employee of Facebook. A participant may be considered ineligible for the Plan at any time
and for any reason at the Administrators’
discretion regardless of whether he or she remains an employee of the Company. A participant is
not eligible for Plan benefits if the participant resigns or is terminated for any lawful reason any time before the bonus is paid pursuant to
Section 5 below. This Plan is intended to compensate individuals for performance as well as encourage employee retention through and
until the date the bonus is paid; retention is therefore a key component of Plan eligibility.
4. Determination of Eligibility and Amounts. The Administrators retain sole and absolute discretion in determining whether a participant
will be eligible for a semi-annual cash bonus that is paid based on the following formulas and definitions.