Parag Agrawal
November 29, 2021
Page 2
3. Other Compensation and Arrangements. You will continue to be eligible to participate in Twitter’s employee benefit plans and programs, as provided in those plans and programs as they may exist from time to time. On the start date, you will become an eligible participant in the Company’s Amended and Restated Change of Control and Involuntary Termination Protection Policy (the “Policy”). Once you sign your Policy participation agreement, you will be eligible for severance benefits under the Policy if your employment ends in a qualifying termination of employment (generally, termination by the Company without cause or by you with good reason), all as detailed in the Policy. Your severance benefit level under the Policy will be no less favorable than for any of the Company’s other executive officers. The Committee expects to undertake a review of the Policy in the future and seek your input on any changes to the Policy. In addition to any other changes identified in that review, effective as of the date of this letter, the following terms under the Policy will apply to you: (a) the Change of Control Period will begin 3 months before a Change of Control and end 12 months after the Change of Control, (b) there will be accelerated vesting of equity awards that would have vested within 12 months after the termination of employment (but 37.5% acceleration if the termination is before January 1, 2025) and otherwise consistent with the terms of the Policy as in effect on the date of this letter, including (but not limited to) with respect to performance-based awards (that is, treating any applicable performance goals as being met at target levels), provided that performance-based awards granted after the date hereof shall be subject to the terms of the applicable award agreement if such agreement expressly sets forth a different treatment, and provided further that with respect to any equity awards with respect to which, at the time of termination of employment, it is known (as determined by the Company) that the applicable performance goals were attained as of the date of termination, such vesting shall be applied at the greater of target or actual level of performance, (c) clause (a) of the “Good Reason” definition shall state as follows: “a material adverse change in the nature or scope of your authority, powers, functions, duties, responsibilities, or reporting relationship (including ceasing to directly report to the board of directors of a publicly traded entity, if applicable)”, and (d) no amendment to the Policy that would adversely affect your rights under the Policy shall be made without your prior written consent. Notwithstanding the preceding sentence, commencing January 1, 2024, the Company may, following a notice period to you of at least 12 months, adopt amendments that are materially detrimental to your rights under the Policy so long as the amendment is not effective until January 1, 2025 at the earliest. In addition to the changes described above, not later than March 31, 2022, the Company will make clarifying updates in the “Change of Control” definition. The Company will reimburse you or directly pay up to $50,000 for your reasonable attorneys’ fees incurred in connection with this letter and related agreements. Please submit appropriate documentation of the expenses no later than February 28, 2022 and the Company will pay or reimburse the expenses in 2021 and no later than March 15, 2022. You will receive reimbursement for business expenses as provided in the Company policy applicable to other executive officers of Twitter. You also will receive indemnification and liability insurance coverage on terms generally the same as provided to any other Company executive or member of the Board.
