Interests of Twitter’s Directors and Executive Officers in the Merger

taking into account actions that Twitter management anticipated to execute as an independent company in response to macroeconomic concerns, and resulting in Adjusted EBITDA margins of 27 percent in fiscal year 2022 and 37 percent in fiscal year 2023; (3) revenue extrapolations for fiscal years 2024 through 2027 assuming market share increases to 3.3 percent by fiscal year 2027 of the relevant digital advertisements market (excluding China and search advertisement markets); (4) expense extrapolations for fiscal years 2024 through 2027 assuming expenses will grow at a rate of approximately 82.5 to 90 percent of revenue growth in the long-term; and (5) a cash tax rate of 18 percent of GAAP operating income, excluding the impact of cash tax savings from net operating losses (which we refer to as “NOLs”).


	Fiscal year ended December 31,
	2022E		2023E		2024E		2025E		2026E		2027E
	(in millions)
Revenue		$5,928		$7,200		$8,481		$9,793		$11,264		$12,917
Cash operating expenses ⁽¹⁾		$4,326		$4,515		$5,238		$5,947		$6,706		$7,518
Adjusted EBITDA ⁽²⁾		$1,602		$2,685		$3,243		$3,846		$4,558		$5,399
GAAP operating income		$(47)		$917		$1,192		$1,517		$1,932		$2,455
Cash taxes ⁽³⁾		$ 0		$165		$215		$273		$348		$442
Amortization of intangibles		$33		$45		$51		$58		$64		$71
Depreciation		$669		$823		$934		$1,033		$1,132		$1,230
Capital expenditures		$968		$982		$1,018		$1,077		$1,014		$1,033
Changes in net working capital		$11		$(259)		$(111)		$(125)		$(150)		$(181)
Stock-based compensation expenses		$864		$900		$1,066		$1,238		$1,430		$1,643
Unlevered free cash flow ⁽⁴⁾		$561		$1,279		$1,900		$2,371		$3,046		$3,742
Unlevered free cash flow (less stock-based compensation expenses) ⁽⁵⁾		$(303)		$379		$834		$1,133		$1,616		$2,099

(1)	Cash operating expenses is calculated as GAAP operating expenses adjusted to exclude stock-based compensation expense, depreciation and amortization expense, and restructuring charges.

(2)	Adjusted EBITDA is calculated as GAAP operating income adjusted to exclude stock-based compensation expense, depreciation and amortization expense, and restructuring charges.

(3)	Cash taxes is based on a cash tax rate of 18 percent of GAAP operating income, excluding the impact of cash tax savings from NOLs.

(4)

Unlevered Free Cash Flow is calculated as GAAP operating income, subtracting the impact of cash taxes (excluding the impact of cash tax savings from NOLs) and capital expenditures, adding the impact of stock-based compensation and depreciation and amortization (including amortization of intangibles), and adding or subtracting, as applicable, changes in net working capital.

(5)

Unlevered Free Cash Flow (less stock-based compensation expenses) is calculated as GAAP operating income, subtracting the impact of cash taxes (excluding the impact of cash tax savings from NOLs) and capital expenditures, adding the impact of depreciation and amortization (including amortization of intangibles) and adding or subtracting, as applicable, changes in net working capital. Unlevered Free Cash Flow (less stock-based compensation expenses) was used by Goldman Sachs in performing its financial analyses in connection with its opinion as described in the section of this proxy statement captioned “—Opinion of Goldman Sachs & Co. LLC” and by J.P. Morgan in performing its financial analyses in connection with its opinion as described in the section of this proxy statement captioned “—Opinion of J.P. Morgan Securities LLC.”

Interests of Twitter’s Directors and Executive Officers in the Merger

When considering the recommendation of the Twitter Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In

(1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Twitter Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Twitter will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity-Based Awards

Treatment of Twitter equity-based awards

As of June 30, 2022, there were outstanding awards of Twitter RSUs (or portions thereof) that cover an aggregate of 63,021,480 shares of our common stock, of which Twitter RSUs covering an aggregate of 54,622 shares of our common stock were held by our current non-employee directors and of which Twitter RSUs covering an aggregate of 2,141,849 shares of our common stock were held by our current executive officers. As of the same date, there were outstanding awards of Twitter PSUs that cover an aggregate of 4,072,594 shares of our common stock (at target level of performance) and 8,145,188 shares of our common stock (at maximum level of performance), of which Twitter PSUs covering an aggregate of 2,872,453 shares of our common stock (at target level of performance) and 5,744,906 shares of our common stock (at maximum level of performance) were held by our current executive officers and of which 50,000 were held by our current non-employee directors.

At the effective time of the merger, each vested Twitter equity-based award (other than a vested Twitter option) outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (1) the per share price and (2) the total number of shares of our common stock subject to such vested Twitter equity-based award (and with respect to any vested equity-based awards subject to performance vesting conditions, calculated based on the achievement of the applicable performance metrics at the level of performance at which such equity-based award vested in accordance with its terms).

At the effective time of the merger, each unvested Twitter equity-based award (other than an unvested Twitter option) outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (1) the per share price and (2) the total number of shares of our common stock subject to such unvested Twitter equity-based award (and with respect to any unvested equity-based awards subject to performance vesting conditions, calculated based on the achievement of the applicable performance metrics at the target level of performance), which amount will, subject to the holder’s continued service with Parent and its affiliates (including the surviving corporation and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the unvested Twitter equity-based award for which such cash amount was exchanged would have vested pursuant to its terms and will otherwise remain subject to the same terms and conditions as were applicable to the unvested Twitter equity-based award immediately prior to the effective time of the merger (other than performance-based vesting conditions).

Treatment of Twitter options

As of June 30, 2022, there were outstanding Twitter options to purchase an aggregate of 932,579 shares of our common stock with an exercise price below the per share price, 800,000 of which were held by our current non-employee directors and none of which were held by our current executive officers.

At the effective time of the merger, each vested Twitter option outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (1) the excess, if any, of the per share price less the exercise price per share of our common stock underlying such Twitter option, and (2) the total number of shares of our common stock subject to such Twitter option.

At the effective time of the merger, each unvested Twitter option outstanding as of immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (1) the excess, if any, of the per share price less the exercise price per share of our common stock underlying such Twitter option, and (2) the total number of shares of our common stock subject to such Twitter option, which cash amount will, subject to the holder’s continued service with Parent and its affiliates (including the surviving corporation and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the unvested Twitter option for which such cash amount was exchanged would have vested pursuant to its terms and will otherwise remain subject to the same terms and conditions as were applicable to the unvested Twitter option immediately prior to the effective time of the merger. Any Twitter options for which the exercise price per share of our common stock underlying such Twitter options is equal to or greater than the per share price will be canceled without any cash payment or other consideration being made in respect of such Twitter option.

Treatment of the ESPP

The Twitter Board has adopted resolutions that provide that (1) the current offering period under the ESPP will be the final offering period and no further offering period will commence pursuant to the ESPP after the date of the merger agreement, and (2) except as may be required by law, each individual participating in the final offering period as of the date of the merger agreement will not be permitted to (a) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect when the final offering period commenced or (b) make separate non-payroll contributions to the ESPP on or following the date of the merger agreement. Prior to the effective time of the merger, Twitter will take all actions that may be necessary to give effect to the treatment described above and to (x) cause the final offering period, to the extent that it would otherwise be outstanding at the effective time, to be terminated no later than 10 business days prior to the date on which the effective time of the merger occurs; (y) make any pro rata adjustments that may be necessary to reflect the final offering period, but otherwise treat the final offering period as a fully effective and completed offering period for all purposes pursuant to the ESPP; and (z) cause the exercise (as of no later than 10 business days prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date, Twitter will apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of our common stock in accordance with the terms of the ESPP, and such shares of our common stock will be entitled to the per share price. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), Twitter will terminate the ESPP.

Equity Interests of Twitter’s Directors and Executive Officers

The following table sets forth for each of Twitter’s executive officers and non-employee directors, (1) the number of shares of our common stock directly held; (2) the number of shares of our common

stock subject to his or her Twitter RSUs and Twitter PSUs (at levels of achievement assumed in the merger agreement); and (3) the number of shares of our common stock subject to Twitter options with a per share exercise price less than the per share price, assuming the following and such additional assumptions set forth in the footnotes to the table:

•

the shares held directly include shares of our common stock directly held by the individual as of June 30, 2022, plus any shares of our common stock subject to Twitter RSUs and Twitter PSUs that are scheduled to vest and be settled before September 30, 2022 (which, solely for purposes of this proxy statement, is the assumed closing date of the merger), without regard to any change in control-related accelerated vesting;

•

the Twitter RSUs and Twitter PSUs include those that would be outstanding as of September 30, 2022, in accordance with their regular vesting schedules and assuming continued service by the individual through such date;

•

the Twitter options include those that would be outstanding as of September 30, 2022, assuming continued service by the individual through such date;

•

the values of these shares of our common stock and the shares underlying equity awards are equal to the per share price of $54.20 (minus any applicable exercise price in the case of in-the-money Twitter options); and

•

none of the individuals exercises any of his or her Twitter options on or before September 30, 2022, and that no additional Twitter options, Twitter RSUs or Twitter PSUs are granted to any such individual on or before such date.


Name	Shares Held Directly ⁽¹⁾				Twitter RSUs and Twitter PSUs⁽²⁾				In-the-Money Twitter Options
Name	Number of Shares (#)		Value of Shares ($)		Number of Shares (#)		Value ($)		Number of Shares Subject to Option (#)		Value of Shares Subject to Option ($)		Total ($)
Parag Agrawal		154,842		8,392,436		1,039,709		56,352,228		—		—		64,744,664
Ned Segal		406,264		22,019,509		808,790		43,836,418		—		—		65,855,927
Vijaya Gadde		641,784		34,784,693		715,168		38,762,106		—		—		73,546,799
Sarah Personette		168,691		9,143,052		687,547		37,265,047		—		—		46,408,099
Kayvon Beykpour⁽³⁾		125,061		6,778,306		795,422		43,111,872		—		—		49,890,178
Nick Caldwell		31,152		1,688,438		738,139		40,007,134		—		—		41,695,572
Bruce Falck ⁽⁴⁾		52,674		2,854,931		—		—		—		—		2,854,931
Jack Dorsey ⁽⁵⁾		18,042,428		977,899,598		—		—		—		—		977,899,598
Matthew Derella ⁽⁶⁾		185		10,027		—		—		—		—		10,027
Michael Montano ⁽⁷⁾		324,674		17,597,331		—		—		—		—		17,597,331
Mimi Alemayehou		5,248		284,442		4,541		246,122		—		—		530,564
Jesse Cohn ⁽⁸⁾		7,535		408,397		—		—		—		—		408,397
Egon Durban ⁽⁹⁾		16,930		917,606		5,752		311,758		—		—		1,229,364
Martha Lane Fox		34,058		1,845,944		4,541		246,122		—		—		2,092,066
Omid Kordestani ⁽¹⁰⁾		985,760		53,428,192		54,541		2,956,122		800,000		20,112,000		76,496,314
Fei-Fei Li		12,189		660,644		4,541		246,122		—		—		906,766
Ngozi Okonjo-Iweala ⁽¹¹⁾		16,230		879,666		—		—		—		—		879,666
Patrick Pichette		26,319		1,426,490		4,541		246,122		—		—		1,672,612
David Rosenblatt		111,811		6,060,156		5,954		322,707		—		—		6,382,863
Bret Taylor		58,783		3,186,039		6,559		355,498		—		—		3,541,537
Robert Zoellick⁽¹²⁾		21,535		1,167,197		—		—		—		—		1,167,197

(1)

Represents shares of our common stock held as of June 30, 2022, plus any shares of our common stock subject to Twitter RSUs and Twitter PSUs that are scheduled to vest and be settled before September 30, 2022 (without regard to any change in control-related accelerated vesting). The amounts shown are determined assuming that no individual will acquire or dispose of shares of our common stock from June 30, 2022, through September 30, 2022, and that the Twitter RSUs and Twitter PSUs scheduled to vest and be settled prior to September 30, 2022, are so settled. The number of shares shown does not include shares of our common stock that the executive officer may purchase after the date of the merger agreement under the ESPP. The number of shares shown does not include equity awards that Twitter expects to grant to its non-employee directors on the date of its annual meeting of stockholders, as discussed in Twitter’s definitive proxy statement on Schedule 14A filed with the SEC on April 13, 2021 in the section captioned “Board of Directors and Corporate Governance—Director Compensation—Equity Compensation.” For additional information regarding the treatment of our ESPP in the merger, see the section of this proxy statement captioned “—Treatment of the ESPP.” For additional information regarding beneficial ownership of common stock, see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Represents outstanding Twitter RSUs and Twitter PSUs (at levels of achievement assumed in the merger agreement) that are not scheduled to vest on or before September 30, 2022. The values shown with respect to Twitter RSUs and Twitter PSUs are determined as the product of the per share merger consideration multiplied by the total number of shares of our common stock subject to Twitter RSUs or Twitter PSUs, as applicable. The number of shares of our common stock subject to Twitter PSUs is based on the levels of achievement assumed in the merger agreement. Accordingly, the number of shares represents unvested Twitter PSUs covering a total of 711,862 shares of our common stock for Mr. Agrawal; 498,721 shares of our common stock for Mr. Segal; 445,814 shares of our common stock for Ms. Gadde; 352,373 shares of our common stock for Ms. Personette; 373,161 shares of our common stock for Mr. Caldwell; and 50,000 shares of our common stock for

Mr. Kordestani. As described further in the section of this proxy statement captioned “—2013 Equity Incentive Plan” Twitter RSUs outstanding as of the date of the closing of the merger (which date, solely for purposes of this proxy statement, is assumed to be September 30, 2022) that are held by our non-employee directors will accelerate vesting in full (at target levels of achievement) if a non-employee director’s service is terminated, other than upon a voluntary resignation. In addition, each of the Twitter executive officers is eligible for vesting acceleration of his or her Twitter RSUs and Twitter PSUs in connection with certain qualifying terminations of employment under the severance policy. For additional information regarding the Twitter RSUs and Twitter PSUs for our named executive officers, see the section of this proxy statement captioned “—Golden Parachute Compensation.”

(3)

Mr. Beykpour, Twitter’s General Manager of Consumer, signed a separation agreement in May 2022 agreeing to separate from Twitter effective August 21, 2022. Giving effect to Mr. Beykpour’s separation agreement, upon his separation, 99,434 shares subject to RSUs and PSUs will accelerate, and the remainder will be forfeited. As a result, the number of shares held by Mr. Beykpour directly will increase by 99,434 less shares used to satisfy applicable withholding taxes, and the number of shares subject to RSUs and PSUs will decrease to zero as of the date Mr. Beykpour separates from Twitter.

(4)	Mr. Falck served as an executive officer of Twitter until May 2022. The table reflects Mr. Falck’s holdings as of the date of his termination of service as an employee rather than his holdings using the assumptions in footnotes (1) and (2) above.

(5)	Mr. Dorsey served as an executive officer of Twitter until November 2021 and as a member of the Twitter Board until May 2022. To Twitter’s knowledge, as of the date of his departure, Mr. Dorsey held 18,042,428 shares of our common stock.

(6)	Mr. Derella served as an executive officer of Twitter until August 2021. To Twitter’s knowledge, as of December 31, 2021, Mr. Derella held 185 shares of our common stock.

(7)	Mr. Montano served as an executive officer of Twitter until December 2021. To Twitter’s knowledge, as of December 31, 2021, Mr. Montano held 324,674 shares of our common stock.

(8)	Mr. Cohn served as a member of the Twitter Board until June 2021. To Twitter’s knowledge, as of the date of his departure, Mr. Cohn held 7,535 shares of our common stock.

(9)	These securities are held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage.

(10)	All of the shares subject to the option held by Mr. Kordestani are fully vested and exercisable as of June 30, 2022.

(11)	Dr. Okonjo-Iweala served as a member of the Twitter Board until February 2021. To Twitter’s knowledge, as of the date of her departure, Dr. Okonjo-Iweala held 16,230 shares of our common stock.

(12)	Mr. Zoellick served as a member of the Twitter Board until May 2022. To Twitter’s knowledge, as of the date of his departure, Mr. Zoellick held 21,535 shares of our common stock.

2013 Equity Incentive Plan

We have granted certain Twitter RSUs and Twitter PSUs under our 2013 Equity Incentive Plan (which we refer to as the “2013 Plan”) that are outstanding and held by our non-employee directors and executive officers, including pursuant to our Outside Director Compensation Policy for awards that are held by our non-employee directors. The 2013 Plan provides that in the event of a merger or change in control, with respect to awards granted to a non-employee director that are assumed or substituted for, the participant will fully vest in and have the right to exercise any outstanding options and stock appreciation rights and all restrictions on other outstanding awards will lapse if such participant’s service is terminated following the merger or change in control (other than by voluntary resignation). The 2013 Plan further provides that in connection with such vesting acceleration, with respect to any awards with performance-based vesting, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100 percent of target levels. The closing of the merger will constitute a “change in control” under the 2013 Plan. Under the merger agreement, all awards held by non-employee directors will vest immediately prior to the effective time.

Severance Policy

We have entered into participation agreements with each of our executive officers under our severance policy, which provides payments and benefits to the executive officers in the event of an involuntary termination within the COC period (which we refer to as a “COC Qualifying Termination”) or during the normal course of business and outside of the COC period (which we refer to as a “Non-COC Qualifying Termination”).

Upon the occurrence of a Non-COC Qualifying Termination, each of our executive officers will become eligible to receive the following payments and benefits:

•

a lump sum payment equal to 100 percent of base salary;

•

payment of COBRA continuation coverage premiums for up to 12 months, or taxable payments in lieu of such payment; and

•

acceleration of vesting of 12.5 percent of the executive officer’s then-unvested equity awards for executive officers (with performance-based vesting deemed achieved at target levels as to that percentage), other than with respect to our chief executive officer (as described below).

Upon the occurrence of a COC Qualifying Termination, each of our executive officers will become eligible to receive the following payments and benefits:

•

a lump sum payment equal to 100 percent of base salary;

•

payment of COBRA continuation coverage premiums for up to 12 months, or taxable payments in lieu of such payment; and

•

50 percent (or, in the case of Messrs. Agrawal and Segal, 100 percent) acceleration of vesting of unvested equity awards (with performance-based vesting deemed achieved at target levels as to that percentage).

Notwithstanding the foregoing, the benefits and rights payable to Mr. Agrawal under the severance policy are qualified by the terms of certain provisions set forth in his offer letter with us, entered into on November 29, 2021 (which we refer to as the “Agrawal offer letter”), which are described in the immediately following section below.

All payments under the severance policy are subject to the execution and non-revocation of our standard separation agreement and release of claims, which includes non-solicitation, non-disparagement and confidentiality conditions.

In the event that payments to an executive officer under the severance policy would be subject to excise taxes under Section 280G and 4999 of the Internal Revenue Code, such payments will be reduced if and to the extent such reduction would result in a better result to the executive officer taking into account applicable taxes.

Agrawal Offer Letter

The terms of the participation in our severance policy of our chief executive officer, Mr. Agrawal, are subject to the terms of certain provisions provided for in the Agrawal offer letter. The Agrawal offer letter, in relevant part, provides (1) that in the event of a Non-COC Qualifying Termination, there will be accelerated vesting of equity awards that would have vested within 12 months after the termination of employment (or 37.5 percent of all outstanding awards if the termination is before January 1, 2025), but otherwise consistent with the terms of the severance policy, including (but not limited to) with respect to performance-based awards, provided that performance-based awards granted after the date of the Agrawal offer letter will be subject to the terms of the applicable award agreement if such agreement expressly sets forth a different treatment, and provided that for any equity awards with respect to which, at the time of termination of employment, it is known that the applicable performance goals were attained, vesting will be applied at the greater of target or actual performance, (2) “Good Reason” will include (among other items) “a material adverse change in the nature or scope of

Mr. Agrawal’s authority, powers, functions, duties, responsibilities, or reporting relationship (including ceasing to directly report to our board of directors of a publicly traded entity, if applicable) ,” and (3) no amendment to the severance policy that would adversely affect Mr. Agrawal’s rights under the severance policy will be made without his prior written consent, provided that commencing January 1, 2024, Twitter may, following a notice period of at least 12 months, adopt amendments that are materially detrimental to his rights under the severance policy so long as the amendment is not effective until January 1, 2025 at the earliest.

Golden Parachute Compensation

The information set forth in the tables below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Twitter’s named executive officers (who we refer to as “NEOs”) that is based on or otherwise relates to the merger and assumes, among other things, that the merger is consummated, the merger constitutes a COC of Twitter and that the NEOs will incur a severance-qualifying termination of employment immediately following consummation of the merger.

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation actions that may occur before the consummation of the merger. If payments to an NEO under the severance policy would be subject to excise taxes under Section 280G and 4999 of the Internal Revenue Code, such payments will be reduced if and to the extent such reduction would result in a better result to the NEO taking into account applicable taxes. For purposes of calculating such amounts, Twitter has assumed:

•

September 30, 2022 as the date on which the merger is consummated.

•

Each NEO experiences an involuntary termination on September 30, 2022, based on the terms of the severance policy and, for Mr. Agrawal, the Agrawal offer letter.

•

A price per share of our common stock of $54.20.


Name	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites Benefits ($)⁽³⁾		Total ($)
Parag Agrawal		1,000,000		56,352,227		9,172		57,361,400
Ned Segal		600,000		43,836,418		31,730		44,468,148
Vijaya Gadde		600,000		19,381,216		31,730		20,012,946
Sarah Personette		600,000		18,632,713		27,377		19,260,090
Jack Dorsey ⁽⁴⁾		—		—		—		—
Mike Montano ⁽⁵⁾		—		—		—		—

(1)

As discussed above, under the severance policy and the Agrawal offer letter, upon an involuntary termination during the applicable COC period, each of the NEOs would be entitled to receive a cash amount equal to 100 percent of the NEO’s annual base salary, which is in each case payable in a lump sum on the 61^st day following the involuntary termination:

All components of the cash severance amount are “double-trigger” (i.e., they are contingent upon an involuntary termination during the applicable COC period) and are subject to the NEO’s execution, effectiveness and non-revocation of a release of claims our standard separation agreement and release of claims.

(2)

Under the severance policy and the Agrawal offer letter, an involuntary termination within the applicable COC period would result in acceleration of vesting of 50 percent (or 100 percent in the case of Mr. Agrawal and Mr. Segal) of the shares underlying all of the executive officer’s then-unvested equity awards (with performance-based vesting deemed achieved at target levels as to that percentage), subject to the NEO’s execution and non-revocation of our standard separation agreement and release of claims, which currently includes non-solicitation, non-disparagement and confidentiality

conditions. Set forth below are the values of each type of unvested equity-based award held by the NEOs that would become vested upon an involuntary termination immediately following the consummation of a change of control of Twitter. Amounts are calculated assuming a price of $54.20 per share.


Name	Twitter RSUs ($)⁽ⁱ⁾		Twitter PSUs ($)^(i)(ii)
Parag Agrawal		17,769,307		38,582,920
Ned Segal		16,805,740		27,030,678
Vijaya Gadde		7,299,548		12,081,668
Sarah Personette		9,083,378		9,549,335

(i)

Reflects the value of accelerated vesting of 50 percent (or 100 percent in the case of Mr. Agrawal and Mr. Segal) of outstanding Twitter RSUs and Twitter PSUs for all NEOs, pursuant to the severance policy and the Agrawal offer letter, as described in more detail above.

(ii)

Reflects the value of Twitter PSUs that would be available for vesting upon deemed achievement of all performance goals at target levels, pursuant to the severance policy and the Agrawal offer letter, as described in more detail above.

(3)

This amount represents the value of the cost of payment for up to 12 months of premiums under COBRA to continue health insurance coverage for each NEO and their eligible dependents that were covered under our healthcare plan, which would be triggered upon an involuntary termination immediately following the consummation of a change of control of Twitter. This double-trigger benefit is subject to the NEO’s execution and non-revocation of our standard separation agreement and release of claims, which currently includes non-solicitation, non-disparagement and confidentiality conditions.

(4)

Mr. Dorsey is a named executive officer of Twitter for Twitter’s most recently completed fiscal year. Mr. Dorsey resigned as Chief Executive Officer of Twitter effective as of November 29, 2021 and has never participated in the severance policy or has any outstanding equity awards. Mr. Dorsey served on the Twitter Board as a non-employee director until May 25, 2022.

(5)

Mr. Montano is a named executive officer of Twitter for Twitter’s most recently completed fiscal year. Mr. Montano stepped down from his position as Engineering Lead effective December 31, 2021 and remained an advisor of Twitter through March 31, 2022, to ensure an orderly transition. Mr. Montano no longer participates in the severance policy or has any outstanding equity awards.

Arrangements with Parent, Acquisition Sub and Mr. Musk

As of the date of this proxy statement, none of our directors or executive officers has entered into an agreement with Parent, Acquisition Sub, Mr. Musk or any of their respective affiliates regarding the potential terms of their individual employment arrangements or other retention following the consummation of the merger, or the right to purchase or participate in the equity of the surviving corporation or one or more of its affiliates in connection with the merger. However, prior to the effective time of the merger, Parent, Mr. Musk or their respective affiliates may have discussions with certain of Twitter’s employees (including certain of its executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of the surviving corporation or one or more of its affiliates in connection with the merger. Any such agreements will not increase or decrease the per share price paid to our stockholders in the merger.

On May 5, 2022, Mr. Musk publicly disclosed that he (on behalf of Parent) was having, and would continue to have, discussions with certain existing holders of our common stock (including Mr. Dorsey, one of Twitter’s then-current directors) regarding the possibility of contributing shares of our common stock of such holders to Parent, at or immediately prior to the closing of the merger, in order to retain an equity investment in Twitter following completion of the merger in lieu of receiving merger consideration in the merger. Mr. Dorsey informed Twitter that his communications with Mr. Musk regarding these matters first occurred following execution of the merger agreement and that these communications may continue and may result in Mr. Dorsey continuing to hold equity of the surviving corporation or one or more of its affiliates following the merger. There are no assurances that an agreement will result, or of the amount, if any, of Mr. Dorsey’s holdings that will be contributed to Parent, or of the amount, if any, of equity of the surviving corporation or one or more of its affiliates that

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