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FACEBOOK, INC.
2012 EQUITY INCENTIVE PLAN
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (US)
Unless otherwise defined herein, the terms defined in the Facebook, Inc. (the “ Company ”) 2012 Equity Incentive Plan (the “
Plan ”) shall have the same defined meanings in this Award Agreement (Restricted Stock Units) (the “ Agreement ”).
Participant has been granted Restricted Stock Units (“ RSUs ”)
subject to the terms, restrictions and conditions of the Plan, the Notice of
Restricted Stock Unit Award (the “ Notice ”) and this Agreement.
1.
Settlement.
Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting
schedule set forth in the Notice. Settlement of RSUs shall be in Shares.
2.
No Stockholder Rights.
Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have
no ownership of the Shares allocated to the RSUs and shall have no right dividends or to vote such Shares.
3.
Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to Participant.
4.
Non-Transferability of RSUs.
RSUs may not be transferred in any manner other than by will or by the laws of descent or
distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.
5.
Termination. If Participant’
s service Terminates for any reason, all unvested RSUs shall be forfeited to the Company
forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has
occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such
Termination.
6.
Withholding Taxes . Prior to the settlement of Participant’
s RSUs, Participant shall pay or make adequate arrangements
satisfactory to the Company to satisfy all withholding obligations of the Company. In this regard, Participant authorizes the Company to
withhold all applicable withholding taxes legally payable by Participant from Participant’
s wages or other cash compensation paid to
Participant by the Company. With the Committee’
s consent, these arrangements may also include, if permissible under local law, (a)
withholding Shares that otherwise would be issued to Participant when Participant’
s RSUs are settled, provided that the Company only
withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount,
(b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a
mandatory sale arranged by the Company (on Participant’
s behalf pursuant to this authorization), or (c) any other arrangement approved
by the Committee. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been
withheld in cash, will be applied as a credit against the withholding taxes. The Company may refuse to deliver the Shares if Participant
fails to comply with Participant’s obligations in connection with the tax withholding as described in this section.
7.
Acknowledgement.
The Company and Participant agree that the RSUs are granted under and governed by the Notice, this
Agreement and the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii)
represents that Participant has carefully read and is familiar with their