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FACEBOOK, INC.
2012 EQUITY INCENTIVE PLAN
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
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 sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of 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 as of the date on which notice of termination was provided. In case of
any dispute as to whether Termination has occurred, the Company shall have sole discretion to determine whether such Termination has
occurred and the effective date of such Termination for purposes of the Plan. For the avoidance of doubt, it is noted that, except as may be
agreed to in the sole discretion of the Company, if Participant is Terminated by his employer for any reason or if Participant’
s Termination
is due to his voluntary resignation, all unvested RSUs shall be forfeited as of the date on which Participant is no longer actively providing
services, and no vesting shall continue during any notice period that may be mandated in relation to his Termination, whether specified
under contract or applicable law, including any “garden leave” or similar period.
6.
Withholding Taxes . Prior to the settlement of Participant’
s RSUs, Participant shall pay or make adequate arrangements satisfactory
to the Company (and any Subsidiary or affiliate) to satisfy all withholding obligations of the Company (and any Subsidiary or affiliate). In
this regard, Participant authorizes the Company (and any Subsidiary or affiliate) to withhold all applicable withholding taxes (including
any applicable social contributions or other amounts) legally payable by Participant. In this regard, Participant authorizes the Company
(and any Subsidiary or affiliate), at the direction and discretion of the Committee, to satisfy all withholding obligations by one or a
combination of the following: (i) payment of a cash amount by Participant, (ii) by withholding from Participant’
s wages or other cash
compensation paid to Participant by the Company (and any Subsidiary or affiliate), (iii) withholding Shares based on the Fair Market
Value of the 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, (iv) by withholding from proceeds of the
sale of Shares acquired upon settlement of the RSUs through a voluntary or mandatory sale arranged by the Company (on Participant’
s
behalf pursuant to this authorization without further action by Participant), or (v) by any other arrangement approved by the Committee,
all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-
1
Trading Plan Policy, if applicable. 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 (including the country-
specific addendum hereto) 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