Facebook 2014 Annual Report Download - page 116

6. Modification or Termination of the Plan. The Company reserves the right to modify, suspend or terminate all or any portion of this Plan
at any time, provided that any material modification to the Plan shall be approved by the Plan Administrator.
7. Benefits Unfunded. No amounts awarded or accrued under this Plan will be funded, set aside or otherwise segregated prior to payment.
The obligation to pay the bonuses awarded hereunder will at all times be an unfunded and unsecured obligation of the Company. Plan
participants will have the status of general creditors and must look solely to the general assets of the Company for the payment of their
bonus awards.
8. Benefits Nontransferable. No Plan participant will have the right to alienate, pledge or encumber his or her interest in this Plan, and such
interest will not (to the extent permitted by law) be subject in any way to the claims of the participant’s creditors or to attachment,
execution or other process of law.
9. No Employment Rights. No action of the Company in establishing the Plan, no action taken under the Plan by the Company or the
Administrators and no provision of the Plan itself will be construed to grant any person the right to remain in the employ of the Company
or its subsidiaries for any period of specific duration. Rather, each employee is employed “at will,” which means that either the employee
or the Company or its subsidiaries may terminate the employment relationship at any time and for any reason or no particular reason or
cause.
10. Governing Law. The Plan shall be governed by, and interpreted, construed, and enforced in accordance with, the laws of the State of
California without regard to its or any other jurisdiction's conflicts of laws provisions. For purposes of any dispute that may arise directly
or indirectly from this Plan, the parties hereby submit and consent to the exclusive jurisdiction of the State of California and agree that any
such litigation shall be conducted only in the courts of California or the federal courts for the United States for the Northern District of
California and no other courts.
11. Severability. If any part or section of this Plan is declared invalid by any competent body, the remaining parts not affected by the
decision shall continue in effect.
12. Transfers/Job Changes. Subject to the discretion of the Administrators, a participant’s bonus is based upon the participant’s Base
Eligible Earnings when: (a) the participant transfers from employment with Facebook to a related company (i.e. a Facebook subsidiary);
(b) the participant permanently transfers from a Facebook U.S. location to a Facebook non-
U.S. location (or vice versa); (c) the participant
transfers from an exempt to a non-exempt position; or (d) a participant is subject to an Individual Bonus Goal change. Employees who
leave the Company and are re-hired within the same bonus eligibility period may be eligible to receive a bonus award based solely on the
employee's Base Eligible Earnings received after being re-hired.
13. Code section 409A. Notwithstanding any provision of this Agreement to the contrary, all payments in accordance with this Plan are
intended to meet the requirements for the “short-term deferral” exception to Section 409A of the Internal Revenue Code of 1986, as
amended, the parties intend to administer this Agreement in a manner that is consistent with those requirements, and this Agreement shall
be construed and interpreted in accordance with such intent.