AMENDMENT NO. 1
AMENDED AND RESTATED
PLAYTIKA HOLDING CORP. RETENTION PLAN
Effective October 8, 2020
This Amendment No. 1 (this Amendment) to the Amended and Restated Playtika Holding Corp. Retention Plan (the Plan), is made and adopted by Playtika Holding Corp., a Delaware corporation (the Company), and the holders of a majority of the outstanding Appreciation Units (as defined in the Plan) under the Plan, effective as of the date set forth above (the Effective Date). Capitalized but undefined terms shall have the meanings provided in the Plan.
WHEREAS, the Company has adopted the Plan and desires to amend the Plan as set forth in this Amendment.
WHEREAS, pursuant to Section 8 of the Plan, the Plan may be amended with the approval of the holders of a majority of the outstanding Appreciation Units.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 2(n) of the Plan is hereby deleted in its entirety and amended to read as follows:
Change in Control Appreciation Pool means (i) in the event of a Change in Control of the Company, an amount determined as (A) 1.5% multiplied by (B) (1) the transaction valuation of the Company (taking into account all transaction costs) minus (2) $4,400,000,000, or (ii) in the event of a Change in Control of ListCo (or any other transaction that constitutes a Change in Control but involves an entity that controls, directly or indirectly, the Company, other than Parent), an amount determined as (A) 1.5% multiplied by (B) (1) 12.0x the Companys Adjusted EBITDA for the twelve (12) month period ending on the last day of the calendar month preceding the calendar month in which the Change in Control occurs, calculated in a manner consistent with past practice, minus (2) $4,400,000,000.
2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby approved and adopted.
(Signature Page Follows)