EMPLOYMENT AGREEMENT

Exhibit 10.47

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 7, 2011, by and among Skype Inc., a Delaware corporation (the “Company”), and Jonathan Chadwick (the “Executive”).

WHEREAS, the Company desires to employ the Executive on a full-time basis and the Executive desires to be so employed by the Company on the terms and conditions set forth below; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein (including, without limitation, the Company’s employment of the Executive and the advantages and benefits thereby inuring to the Executive) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

1. Effectiveness of Agreement and Employment of the Executive.

1.1 Effectiveness of Agreement. This Agreement shall be effective as of the date first written above (the “Effective Date”).

1.2 Employment by the Company.

(a) Position and Duties. During the Employment Period (as defined in Section 3 hereof), except as otherwise mutually agreed by the Executive and Skype Global S.à r.l., a Societee à reponsibilite limitee incorporated under the laws of Luxembourg (the “Parent”), the Executive shall serve as the Chief Financial Officer of the Parent’s entire group of businesses. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chief Executive Officer or the Parent’s Board of Directors (the “Parent’s Board”) shall designate from time to time that are not inconsistent with the Executive’s position as the Chief Financial Officer. The Executive also agrees to serve, without additional compensation, as a director of any of the Company’s parents, subsidiaries and affiliates (such parents, subsidiaries and affiliates, collectively, but excluding any person or entity that is an investor in the Parent or any person or entity related to such investor that is not wholly-owned in the same proportion by the investors of the Parent and of which the Executive is the Chief Financial Officer (except as otherwise mutually agreed by the Executive and the Parent), “Affiliates”) if so requested by the Parent’s Board. The Executive shall report directly and exclusively to the Chief Executive Officer of the Parent’s entire group of businesses.

(b) Permissible Activities. During the Employment Period, the Executive shall devote all of his business time and attention to his employment under this Agreement; provided, however, that, subject to the provisions of Sections 5.1 and 5.4, the Executive may: (i) subject to the prior written consent of the Parent’s Board, serve as a non-executive director on the boards of directors of not more than two for-profit companies (other than the Company and its Affiliates)

during the Employment Period; (ii) serve on the boards of directors of non-profit organizations; (iii) participate in charitable, civic, educational, professional, community or industry affairs; and (iv) manage the Executive’s passive personal investments, so long as such activities, individually or in the aggregate, do not materially interfere or conflict with the Executive’s duties hereunder, create a potential business or fiduciary conflict or otherwise violate the Company’s written code of conduct or code of ethics.

1.3 Office Location. The Executive’s principal place of business shall be in Palo Alto, California, however the Executive acknowledges that the Company may request that the Executive relocate to a new location outside of the United States (a “Relocation Request”). In the event the Company reasonably requests that the Executive relocate to a location outside the United States, the Company and the Executive will work together in good faith to agree on the location and the relocation package (which is to be commensurate with the relocation packages provided to similarly situated employees of the Company and its Affiliates). The Executive further acknowledges that he shall be required to travel on business in connection with the performance of his duties hereunder.

2. Compensation and Benefits.

2.1 (a) Salary. During the Employment Period, the Company shall pay the Executive for services during his employment under this Agreement a base salary of no less than the annual rate of $600,000 (as increased from time to time, the “Base Salary”), payable in accordance with the Company’s customary payroll policies in force at the time of payment. The Base Salary received by the Executive shall be reviewed by the Parent’s Board (or an authorized committee thereof) no less frequently than annually.

(b) Annual Bonus.

The Executive shall be eligible to receive an annual bonus from the Company during the Employment Period, with a target bonus amount of no less than fifty percent (50%) of his Base Salary (the “Annual Bonus”), pro-rated for the partial year as a result of commencing employment after January 1, 2011 based on the number of days employed as compared to 365 days; provided, however, that the Annual Bonus for 2011 shall not be less than 50% of his Base Salary, pro-rated for the partial year as a result of commencing employment after January 1, 2011. Except as provided herein, the Annual Bonus shall be subject to satisfaction of corporate and individual performance criteria (including, without limitation, the budgeted business plan) that have been established by the Parent’s Board (or an authorized committee thereof) following consultation with the Executive. The Parent’s Board (or an authorized committee thereof) shall also establish bonus amounts and criteria for bonuses below and above target. Except for a termination of employment described in Sections 4.1 or 4.7 hereof, all bonuses, if any, shall be deemed “earned” if the Executive is employed on the last business day of the applicable fiscal year to which such bonus relates. All bonuses, to the extent earned for a particular year, shall be paid in the following calendar year but prior to March 15th of such following calendar year. Notwithstanding anything herein to the contrary, the Company may in its sole discretion establish bonus amounts and criteria for the Annual Bonus on a semi-annual basis and pay the semi-annual bonus within two months following the close of the performance period; provided, however, to be eligible to receive payment of any semi-annual bonus, the Executive must be employed for the full

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calendar quarter preceding the payout. The Executive acknowledges and agrees that if the Company or an Affiliate becomes a “publicly held corporation” within the meaning of Section 162(m)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), that all annual bonuses described in this Section 2.1(b) may, in the Company’s or the Affiliate’s discretion, be payable pursuant to a “qualified performance based compensation” bonus plan established by the Company or the Affiliate in accordance with Code Section 162(m) and the regulations thereunder.

2.2 Benefits.

During the Employment Period, the Executive shall be eligible to participate, in all employee benefit programs and perquisites, including any group insurance, hospitalization, medical, dental, vision, health and accident, disability, life insurance, deferred compensation, fringe benefit and retirement plans or programs of the Company to the extent that he is eligible under the general provisions thereof and to the extent that all other similarly situated senior executives of the Company and its Affiliates participate in such plans or programs and on the same basis and at the same levels as other similarly situated senior executives of the Company and its Affiliates generally. The Executive will be eligible to receive grants of equity at the same time as other similarly situated senior executives of the Company and its Affiliates if the Company adopts a practice of making periodic equity grants.

2.3 Expenses. During the Employment Period, pursuant to the Company’s customary reimbursement policies in force at the time of payment, the Executive shall be promptly reimbursed, subject to the Executive’s presentation of vouchers or receipts therefor, for all reasonable business and entertainment expenses incurred by the Executive on behalf of the Company or any of its Affiliates in the performance of the Executive’s duties hereunder. Any reimbursement that is taxable income to the Executive shall be paid pursuant to Section 8.3 hereof.

2.4 Stock Option Grant. Parent granted to the Executive on March 29, 2011 (the “Grant Date”), a non-qualified stock option to purchase 22,500 of the Parent’s ordinary shares (the “Ordinary Shares”) at an exercise price equal to the fair market value (as defined in the Skype Global S.à r.l. Equity Incentive Plan (the “Equity Plan”)) of the Ordinary Shares on the Grant Date (the “Sign-On Option Grant”). The Sign-On Option Grant vests 40% (9,000 Ordinary Shares) based solely on the passage of time and 60% (13,500 Ordinary Shares) based on the initial equity investor’s “multiple of money” return. The vesting commencement date for the Sign-On Option Grant is the Employment Commencement Date. The Sign-On Option Grant is granted pursuant to, and is subject to all of the terms and conditions of, the Equity Plan and the form of award agreement used for similarly situated senior executives of the Company and its Affiliates, including the Executive’s right to “net exercise” the Sign-On Option Grant to satisfy both the exercise price and any related taxes. Any suspension of the Executive’s right to “net-exercise” the Sign-On Option Grant shall apply equally to all similarly situated senior executives of the Company. If, prior to an initial public offering, the Parent delays the Executive’s Sign-On Option Grant exercise date, the Sign-On Option Grant exercise period will be extended until a date later in the same calendar quarter as the delay (but not beyond the stated term of the option).

2.5 Co-Invest. In connection with the commencement of his employment with the Company, the Executive subscribed on March 29, 2011 to acquire beneficial ownership of 590 Ordinary Shares for $340.07 per share, the fair market value, for an aggregate purchase price of $200,641.

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3. Employment Period. The Executive’s employment under this Agreement commenced as of March 19, 2011 (the “Employment Commencement Date”), and shall terminate on the third anniversary thereof, unless terminated earlier pursuant to Section 4 (the “Initial Employment Period”). Unless written notice of either party’s desire to terminate this Agreement has been given to the other party at least 60 days prior to the expiration of the Initial Employment Period (or any renewal thereof contemplated by this sentence), the term of the Executive’s employment hereunder shall be automatically renewed for successive one-year periods (such term, including the Initial Employment Period, as it may be extended, the “Employment Period”). A notice of non-renewal provided by the Company shall be treated as a termination by the Company without Cause (including for purposes of Section 4.4 hereof), and a notice of non-renewal provided by the Executive shall be treated as a termination by the Executive without Good Reason (including for purposes of Section 4.6 hereof).

4. Termination and Forfeiture of Payments and Benefits.

4.1 Termination by the Company for Cause. The Executive’s employment with the Company may be terminated at any time by the Company for Cause.

(a) Upon a termination for Cause, the Company shall have no obligation to the Executive other than to pay the Executive (i) the Executive’s then current accrued and unpaid Base Salary through his date of termination in accordance with the Company’s payroll practices, (ii) any unreimbursed business and entertainment expenses incurred prior to the date of termination in accordance with Section 2.3 hereof, (iii) any accrued but unused vacation time in accordance with Company policy and (iv) any other amounts and benefits the Executive is entitled to receive required by law or under any employee benefit plan and programs or equity plan or grant in accordance with the terms and provisions of such plans, programs, equity plan and grants. Collectively, Sections 4.1(a)(i) through 4.1(a)(iv) hereof shall be hereafter referred to as the “Accrued Amounts”.

(b) For purposes of this Agreement, the term “Cause” shall mean any of the following: (i) the Executive’s failure to attempt in good faith to perform his duties under this Agreement (other than by reason of illness or disability); (ii) the Executive’s indictment for, conviction of, or plea of no contest to, a felony or his indictment for, conviction of, or plea of no contest to, any other crime involving moral turpitude or his indictment for or conviction of a material dishonest act or fraud against the Company or any of its Affiliates; (iii) any act or omission by the Executive that is the result of his misconduct or gross negligence and that is, or may reasonably be expected to be, materially injurious to the financial condition, business or reputation of the Company or any of its Affiliates; or (iv) the Executive’s material breach of any material provision of this Agreement or willful breach of any of the Company’s written code of conduct, code of ethics or any other written policy or a material breach by the Executive of a fiduciary duty or responsibility to the Company and its Affiliates. Any such occurrence described in clause (i) or (iv) of the preceding sentence that is curable shall constitute “Cause” only after the Company has given the Executive written notice of, and 20 business days’ opportunity to cure, such violation, and then only if such occurrence is not cured.

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4.2 Disability. If, during the Employment Period, the Executive becomes Disabled, the Company shall have the right to terminate the Executive’s employment with the Company upon written notice to the Executive. For purposes of this Agreement, “Disability” or “Disabled” shall be defined as the inability of the Executive to have performed the Executive’s material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any 365-day period. The existence or non-existence of a Disability shall be determined by an independent physician selected by the Company and reasonably acceptable to the Executive. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs a “separation from service” within the meaning of such term under Code Section 409A (as defined in Section 8 hereof), Executive shall on such date automatically be terminated from employment because of Disability. Upon such a termination, the Company shall have no obligation to the Executive other than to pay the Executive (i) the Accrued Amounts, (ii) any accrued but unpaid bonus for the calendar year preceding the calendar year of termination or, if the Annual Bonus is paid on a semi-annual basis, for any completed performance period preceding the date of termination, payable in accordance with Section 2.1 (the “Earned Bonus”) and (iii) a pro-rata Annual Bonus payment for the year of termination based on actual results and the portion of the fiscal year the Executive was employed by the Company through the effective date of such termination, payable in the calendar year following such termination at such time bonuses are paid to the Company’s other similarly situated senior executives but prior to March 15th of such following calendar year; provided, however, that if the Annual Bonus is paid on a semi-annual basis, the pro-rata bonus payment will be the bonus for the performance period in which such termination occurs based on the actual results for the performance period in which such termination occurs and the portion of the performance period the Executive was employed by the Company through the effective date of such termination, payable at the time bonuses for such performance period are paid to the Company’s other senior executives (the “Pro-Rata Bonus”).

4.3 Death. The Executive’s employment with the Company shall terminate automatically upon the death of the Executive and the Company shall have no obligation to the Executive or the Executive’s estate other than to pay the Executive (i) the Accrued Amounts, (ii) the Earned Bonus and (iii) the Pro-Rata Bonus.

4.4 Termination by the Company Without Cause. The Executive’s employment with the Company may be terminated at any time by the Company without Cause upon prior written notice. Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60^th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the

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Executive; (v) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 24-month period commencing on the date of termination shall vest and become exercisable; provided that if the Executive’s termination occurs during the 24-month period following a “change of control” (as defined in the Equity Plan), in lieu of the preceding vesting acceleration, all outstanding stock options that vest based solely on the passage of time shall immediately vest and become exercisable as of the date of the Executive’s termination, consistent with a “qualifying termination” as set forth in Section 4.4.1.2 of the Equity Plan; and (vi) the benefits triggered by a termination without Cause under Sections 4.4.2.3 and 4.5 of the Equity Plan, providing for accelerated vesting of stock options with performance-based vesting based on the vesting schedule for liquidity events on or after November 19, 2012 and a 12-month post-termination exercise period for all vested stock options, respectively. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

In addition, the right under Section 8.01 of the Amended and Restated Exempted Limited Partnership Agreement of Skype Management, L.P., dated September 22, 2010 (the “Management Partnership Agreement”), to repurchase ordinary shares subject to the time-based stock options and the performance-based stock options (but there is no right at all to repurchase the co-invest stock option or any co-invest shares except as provided in Section 8.01(a) of the Management Partnership Agreement) (the “Repurchase Right”) during the 12-month period following the date of termination will be suspended and deferred until the 12-month period commencing on the first anniversary of the date of termination so long as the Executive (x) reasonably cooperates with the Parent in facilitating the Parent’s transition to a new chief financial officer and (y) does not engage in any conduct intended or that a reasonable person in a like position and under like circumstances could expect to cause meaningful harm to the Parent and its subsidiaries (the obligations in subsections (x) and (y) shall collectively be referred herein as the “Conditions”). In the event that the Executive materially violates the Condition in subsection (x) or violates the Condition in subsection (y), then the Repurchase Right shall be exercisable during the 12-month period following the date the Executive receives such written notice that the Executive has materially violated or violated the Conditions, as the case may be. To the extent that any material violation of the Condition in subsection (x) is reasonably curable in the good faith discretion of the Parent’s Board, the Parent’s Board shall give the Executive the opportunity to cure such material violation. Notwithstanding anything else herein, no violation of subsection (y) of the Conditions shall be deemed to have occurred with respect to any matters covered by the restrictive covenants and post-termination obligations described in Sections 5.1 through 5.6 of the Employment Agreement unless the Executive has materially violated the terms thereof during the applicable coverage period of such restrictive covenant or post-termination obligation. The Repurchase Right will remain subject to all of the terms and conditions set forth in the Management Partnership Agreement, including that it may not be exercised after an “initial public offering” or a “change of control” (each as defined in the Management Partnership Agreement).

4.5 Termination by the Executive for Good Reason. (a) During the Employment Period, the Executive’s employment with the Company may be terminated by the Executive for Good Reason. In the event that the Executive terminates his employment with the

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Company for Good Reason, the Executive shall be entitled to the same payments and benefits that he would have been entitled to receive under Section 4.4 if his employment had been terminated by the Company without Cause.

(b) For purposes of this Agreement, the term “Good Reason” shall mean any of the following conditions or events without the Executive’s prior consent: (i) a material diminution in the Executive’s Base Salary or target Annual Bonus opportunity, other than a decrease of less than 10% that applies to employees of the Company and its Affiliates generally; (ii) a material diminution in the Executive’s authorities, duties or responsibilities; (iii) requiring the Executive to report to another person other than the Chief Executive Officer of the Parent’s entire group of businesses; (iv) a material breach by the Company or Parent of any material term of this Agreement, equity award agreement or any other written agreement between the Company or Parent and the Executive; or (v) the relocation of Executive’s principle place of employment more than 50 miles from the Executive’s principal place of employment provided for in Section 1.3 (other than a relocation pursuant to a Relocation Request). Any such occurrence of a condition or event set forth in clauses (i) through (v) above shall constitute “Good Reason” only if the Executive provides the Company with written notice within 90 days following the first occurrence of the event constituting Good Reason detailing the specific circumstances alleged to constitute Good Reason, and 30 business days’ opportunity to cure such violation(s). Any termination of employment as a result of Good Reason shall occur within 180 days following the occurrence of the Good Reason event.

4.6 Termination for a Relocation Reason. In the event the Company makes a Relocation Request in accordance with Section 1.3 and the Executive and the Company cannot agree on a mutually acceptable new location or relocation package or the executive refuses to relocate, the Executive or the Company may terminate the Executive’s employment (a “Termination for a Relocation Reason”). In the event of a Termination for a Relocation Reason, in lieu of any payments or benefits that might otherwise be due under Section 4.5, the Executive shall only be entitled to receive (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to one times the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60^th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) if the Executive’s Termination for a Relocation Reason occurs within 12 months after the Executive’s Employment Commencement Date, pro-rata vesting of the first year tranche of any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time; (vi) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 12-month period commencing on the date of termination shall vest and become exercisable; (vii) suspension of the Repurchase Right during the 12-month period following the date of termination until the 12-month period commencing on the first anniversary of the date of termination so long as the Executive does not breach the Conditions. For the

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avoidance of doubt, a Termination for a Relocation Reason will not trigger any vesting of stock options that vest based on the achievement of investor return thresholds and will constitute a termination without Cause for purposes of Section 4.5 of the Equity Plan.

4.7 Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, provided that the Executive shall provide the Company with 60 days’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation to the Executive other than to pay the Executive the Accrued Amounts through the effective date of such termination as initially specified by the Executive (without giving effect to any waiver of the 60-day notice requirement), provided that the Company’s obligation shall not extend beyond 60 days from the date of the Executive’s notice of termination.

4.8 Release of Claims. Any and all amounts payable and benefits or additional rights provided pursuant to Sections 4.2, 4.4, 4.5 and 4.6 beyond the Accrued Amounts shall only be payable if the Executive delivers to the Company and does not revoke a waiver and release of claims in the form attached hereto as Exhibit A (with such changes therein as may be necessary to make it valid and encompassing under applicable law) and such waiver and release of claims shall have become effective in accordance with its terms. Such waiver and release of claims shall be executed and delivered (and no longer subject to revocation, if applicable) within 60 days following termination. Not later than seven business days after the termination of employment, the Company shall deliver the waiver and release to the Executive duly executed by the Company.

4.9 Resignation. Except as may be requested by the Company in writing, Executive’s termination of employment for any reason shall constitute a resignation from (i) all boards of directors, committees and officer or other positions of the Company and any of its Affiliates and (ii) all fiduciary positions (including as trustee) held by the Executive with respect to any pension plans or trusts established by the Company or any of its Affiliates. Upon request of the Company, the Executive agrees to promptly execute and deliver to the Company a written resignation in a form reasonably acceptable to the Company.

4.10 No Mitigation; No Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer. Except as expressly provided in this Agreement or required by law, the Company’s obligation to pay the Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set off, counterclaim or recoupment.

4.11 Beneficiary. In the event the Executive dies after termination of employment, but prior to the payment of any amounts due under Section 4, such amounts shall be paid to the Executive’s estate or legal representative.

4.12 Golden Parachute Considerations. In the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by the Company or any

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Affiliate, whether pursuant to this Agreement or otherwise, is or may become subject to the tax imposed under Code Section 4999, the provisions of Exhibit B attached hereto shall be applicable.

4.13 Recoupment.

(a) In the event of a restatement of the Parent’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Employment Commencement Date), subject to the Parent’s Board’s good faith determination that recoupment from the Executive is appropriate and justified based on the facts, the Parent’s Board shall have the right, in a manner consistent with other senior executives of the Company and its Affiliates, to take appropriate action to recoup from the Executive any portion of any bonus received by the Executive (net of any federal, state, local or other taxes that the Executive has paid on such annual bonus if such repayment does not occur in the same taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restated (“Recoupment Amount”), but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such annual bonus (or portion thereof). In the event the Company and its Affiliates are entitled to, and seek, recoupment under this Section 4.13, the Executive shall promptly reimburse the Recoupment Amount to which the Company and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such Recoupment Amount to which the Company and its Affiliates are entitled to recoup and as to which the Company and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the Company and its Affiliates shall have the right to (i) deduct such Recoupment Amount from the compensation or other payments due to the Executive from the Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such Recoupment Amount.

(b) The rights contained in this Section 4.13 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other agreement or arrangement with the Executive to which the Executive has consented, or as permitted by law.

5. Covenants.

5.1 Confidentiality. The Executive understands that, in the course of his employment with the Company, he will be given access to confidential information and trade secrets including, but not limited to, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flowcharts, research, development, processes, procedures, “know-how,” marketing techniques and materials, marketing and development plans, business plans, merger or acquisition investigations, customer names and other information relating to customers, price lists, pricing policies, financial information, organizational matters and personnel matters (including information about the nature, quality or quantity of work, or any special knowledge or personal characteristics of any person employed by the Company)

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(“Confidential Information”). Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or designates as Confidential information, whether or not owned or developed by the Company. Notwithstanding the foregoing, “Confidential Information” shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The Executive agrees that during his employment by the Company and thereafter he will hold in confidence and not directly or indirectly reveal, report, publish, disclose, or transfer any Confidential Information to any person or entity, or utilize any Confidential Information for any purpose, except in the course of the Executive’s good faith work for the Company. The Executive agrees to turn over all copies of Confidential Information in his control to the Company upon request or upon termination of his employment with the Company. For purposes of this Section 5.1, the “Company” shall include Affiliates of the Company.

5.2 Non-Solicitation of Employees. The Executive agrees that, during his employment with the Company and for 12 months thereafter (the “Restricted Period”), he will not, either directly or indirectly, hire employees or former employees of the Company (which shall for this purpose only include individuals employed by the Company at any point during the six months preceding such hiring), induce, persuade, solicit or attempt to induce, persuade, or solicit any of the Company’s employees to leave the Company’s employ, nor will he help others to do so except to the extent that any such inducement, persuasion or solicitation or attempt to induce, persuade or solicit a Company employee to leave the Company’s employ during his employment is necessary or desirable as determined by the Executive’s good faith judgment in connection with the performance of the Executive’s duties to the Company as set forth in this Agreement. This means, among other things, that if the Executive’s employment with the Company terminates (whether voluntarily or involuntarily), he shall refrain for 12 months from in any way helping any person or entity hire any of his former (as defined above), fellow employees away from the Company, provided that the Executive may serve as a reference for such employees and former employees, and that actions taken by any person or entity with which the Executive is associated if the Executive is not, directly or indirectly, involved in such solicitation and has not identified such Company employee for soliciting or hiring will not be considered a violation for purposes of this Section 5.2. This shall not be construed to prohibit general solicitations of employment through the placing of advertisements. For purposes of this Section 5.2, the “Company” shall include Affiliates of the Company.

5.3 Non-Solicitation of Clients. The Executive agrees that, during the Restricted Period, he will not, either directly or indirectly, induce, persuade, solicit or attempt to induce, persuade, or solicit any business partner, vendor or corporate client (provided that, with respect to such corporate client, revenues from such client are projected to exceed $500,000 over the next 12 months) of the Company, to terminate the business relationship of such person with the Company, to materially reduce the amount of business conducted with the Company or in any way interfere with the relationship between any such business partner, vendor or corporate client and the Company (which interference may be expected to cause significant and meaningful

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monetary damage to the Company), provided, that actions taken by any person or entity with which the Executive is associated, if the Executive is not, directly or indirectly, involved in any manner in the solicitation or negotiation of such matter, or otherwise involved in the taking of such action, and has not identified such business partner, vendor or corporate client for soliciting will not be considered a violation for purposes of this Section 5.3. This shall not be construed to prohibit general solicitations through the placing of advertisements. For purposes of this Section 5.3, the “Company” shall include Affiliates of the Company.

5.4 Non-Competition. The Executive agrees that, during the Restricted Period, he will not, without the prior written consent of the Parent’s Board, whether as an employee, officer, director, consultant, partner, principal, agent, distributor, representative, stockholder, lender, investor or in any other individual or representative capacity with any individual, partnership, corporation or other organization, engage in any activities on behalf of (i) any business or division of each of Microsoft Corporation, Google Inc., AOL LLC, Tencent Holdings Limited or Yahoo! Inc. which is primarily engaged in the business of providing IM/chat, or video or voice calling over the internet (the “Competing Business”); or (ii) any stand-alone company that is primarily engaged in the Competing Business; or (iii) any stand-alone company that is primarily engaged in the business of providing conventional voice telecommunication services, including but not limited to British Telecom, France Telecom or AT&T Inc. With respect to (i) above, the Executive will not be deemed to be providing services to a business/division whose primary offering is a Competing Business if the Executive: (x) is employed by an entity in a supervisory position where less than 15% of the annual revenues (on the date of his hire by that entity) under the Executive’s supervision is generated from the Competing Business; (y) is a director of an entity whose annual revenues from the Competing Business is less than 15% of the entity’s total annual revenues; or (z) holds any compensatory equity award or makes or retains passive investments in less than one percent of the equity of any entity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.

5.5 Mutual Non-Disparagement. During the Employment Period and for five years following the Executive’s termination of employment for any reason, (i) the Executive covenants and agrees that he will not, nor induce others to, disparage the Company, its past and present officers, directors, investors, employees or products and (ii) the Parent’s Board and the senior executive officers of the Company will not, nor induce others to, disparage the Executive. Nothing herein shall prohibit any party (i) from disclosing that the Executive is no longer employed by the Company, (ii) from responding truthfully to any governmental investigation, legal process or inquiry related thereto, (iii) from making traditional competitive statements in the course of promoting a Competing Business, so long as any statements described in this clause (iii) do not intentionally disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of the other and, for the Executive, are not based on Confidential Information obtained during the course of the Executive’s employment by the Company or (iv) good faith rebuttal of the other party’s untrue or misleading statement. For purposes of this Agreement, the term “disparage” means any statements, whether orally, in writing or through any medium (including, but not limited to, the press or other media, computer networks or bulletin boards, or any other form of communication), that intentionally disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of the other party. For purposes of this Section 5.3, the “Company” shall include Affiliates of the Company.

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5.6 Cooperation. The Executive agrees that during his employment by the Company and thereafter, the Executive will reasonably assist the Company and its Affiliates in the defense of any claims, or potential claims that may be made or threatened to be made against the Company or any of its Affiliates in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (a “Proceeding”), and will reasonably assist the Company and its Affiliates in the prosecution of any claims that may be made by the Company or any of its Affiliates in any Proceeding, to the extent that such claims may relate to matters in which the Executive has knowledge as a result of the Executive’s employment by the Company and its Affiliates or his serving as an officer or director of the Company and its Affiliates. Without limiting the generality of the foregoing, to the extent that the Company seeks such assistance, the Company will use reasonable business efforts, whenever possible, to provide the Executive with reasonable advance notice of its need for the Executive’s assistance and will attempt to coordinate with the Executive the time and place at which the Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that the Executive may have. The Executive agrees, unless precluded by law, to use reasonable efforts to promptly inform the Company if the Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. The Executive also agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or otherwise) of the Company or any of its Affiliates (or their actions), regardless of whether a lawsuit has then been filed against the Company or any of its Affiliates with respect to such investigation. The Executive’s cooperation described in this Section 5.6 shall be subject to the maintenance of the indemnification and D&O insurance policy provided under Section 7.10 hereof. The Company agrees to reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses, and to compensate the Executive at a rate equal to $500 per hour. Any reimbursement that is taxable income to the Executive shall be paid pursuant to Section 8.3 hereof.

5.7 Scope; Equitable Relief; Other Remedies. The Company and the Executive acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive and the Company acknowledge and agree that the terms of this Section 5: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Executive, the Company and its Affiliates; (iii) impose no undue hardship on the Executive, the Company or its Affiliates; and (iv) are not injurious to the public. Each party hereto further acknowledges and agrees that (x) a breach of the provisions of this Section 5 may cause irreparable harm to the other party(ies), which cannot be adequately compensated by money damages, and (y) if a party elects to prevent any of the other parties from breaching such provisions by obtaining an injunction against such party, there is a reasonable probability of enjoining party’s eventual success on the merits. Each party consents and agrees that (x) if any party commits any such breach or threatens to commit any breach, the other party(ies) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to such party for such breach, including the recovery of money damages or recoupment in accordance with Section 4.13 and (y) if the Executive materially violates the provisions of Sections 5.1-5.4

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during the Restricted Period, and, if such violation is curable and is not promptly cured after written notice, any severance being paid to the Executive pursuant to this Agreement shall immediately cease and the Company will have the rights set forth in Section 4.13. The parties hereto acknowledge and agree that (A) this Agreement is entered into in the State of California, (B) as of the Effective Date, the State of California will have a substantial relationship to the parties hereto, (C) the use of California law provides certainty to the parties hereto in any covenant litigation in the United States, and (D) enforcement of the provisions of this Section 5 would not violate any fundamental public policy of the State of California or any other jurisdiction. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

5.8 Tolling. In the event of any violation of the provisions of this Section 5, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 5 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

5.9 Survival. The obligations contained in this Section 5 shall survive the termination of the Employment Period and the Executive’s employment with the Company for any reason and shall be fully enforceable thereafter.

5.10 Thirty Party Beneficiaries. The Executive acknowledges and agrees that the Company’s Affiliates and any person or entity that is an investor in the Parent, or any person or entity related to such investor, shall be third party beneficiaries of this Section 5.

6. Notices. Any notice or communication given by either party hereto to the other shall be in writing and personally delivered; mailed by registered or certified mail, return receipt requested, postage prepaid; delivered by an internationally recognized delivery or courier service (such as FedEx or DHL); or delivered by facsimile or electronic mail (with a notice contemporaneously given by another method specified in this Section 6), to the following addresses:

If to the Company:

Skype Inc.

c/o Skype Global S.à r.l.

23-29 Rives de Clausen

L-2165 Luxembourg

Telecopy: +352 2663-9130

Attention: Chief Legal and Regulatory Officer

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With a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

Telecopy: +44 20 7959 8950

Attention: Richard C. Morrissey, Esq.

Richard A. Pollack, Esq.

Matthew M. Friestedt, Esq.

If to the Executive:

The most recent address on file for the Executive at the Company.

With a copy (which shall not constitute notice) to:

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105

Telecopy: 415 ###-###-####

Attention: Juliano Banuelos, Esq.

Any notice shall be deemed given when actually delivered to such party at the designated address, or five days after such notice has been mailed or sent by overnight courier or when sent by facsimile or electronic mail with printed or other proof of delivery confirmation, whichever comes earliest. Any person entitled to receive notice may designate in writing, by notice to the other, such other address to which notices to such person shall thereafter be sent.

7. Miscellaneous.

7.1 Representation. The Executive hereby represents to the Company that: (i) he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms; (ii) no agreements or obligations exist to which the Executive is a party or otherwise bound, in writing or otherwise, that in any way interfere with, impede or preclude him from entering into this Agreement or fulfilling all of the terms and conditions of this Agreement; and (iii) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is a party or otherwise bound.

7.2 Entire Agreement. This Agreement, any equity award agreements, and the documents incorporated by reference herein (including without limitation Exhibits A and B), or therein, contain the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior plans, arrangements, agreements and understandings, including the Binding Term Sheet for Employment Agreement.

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7.3 Amendment; Waiver. This Agreement may not be amended, supplemented, canceled or discharged, except by written instrument executed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

7.4 Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and/or assets. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise. The Executive’s rights or obligations under this Agreement may not be assigned by the Executive other than to the Executive’s estate or designated beneficiary in the event of the Executive’s death.

7.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

7.6 Governing Law; Interpretation. This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of California applicable to contracts executed and to be wholly performed therein.

7.7 Severability. The parties have carefully reviewed the provisions of this Agreement and agree that they are fair and equitable. However, in light of the possibility of differing interpretations of law and changes in circumstances, the parties agree that if any one or more of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall, to the extent permitted by law, remain in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of the provisions contained in this Agreement are determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, this Agreement shall be construed, by limiting or reducing any such provisions to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

7.8 Dispute Resolution. Except as otherwise provided in this Section 7.8, arbitration will be the method of resolving disputes under this Agreement (including any waiver and release of claims entered into in connection with the Executive’s termination of employment), other than injunctive relief arising under Section 5. All arbitrations arising out of this Agreement shall be conducted in the San Francisco Bay Area, California. Subject to the following provisions, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Association”) then in effect. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment

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may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of this Agreement. Subject to Section 7.9, each party shall be responsible for its own expenses (including any petitioner’s filing fees) relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and the parties shall share the fees of the Association equally. Notwithstanding the foregoing, in the event either party elects to prevent the other party from breaching the provisions of Section 5 by seeking temporary and permanent injunctive relief from a court of competent jurisdiction, the parties each hereby agree to and hereby do submit to the exclusive jurisdiction of any state or federal court of record in the San Francisco Bay Area, California and hereby waive any and all objections to such jurisdiction or venue that they may have. The provisions of this Section 7.8 shall survive the termination of the Employment Period and the Executive’s employment with the Company for any reason and shall continue to apply to any disputes arising thereafter.

7.9 Legal Fees. The Company will promptly pay or reimburse the Executive for all reasonable and documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Agreement and any related equity award agreements. Any reimbursement that is taxable income to the Executive shall be paid pursuant to Section 8.3 hereof.

7.10 Indemnification. The Company and the Parent will, to a degree no less favorable than would be applicable under its policies and contractual obligations to similarly situated senior executives and directors of the Parent, the Company and its Affiliates, indemnify and hold the Executive harmless from any and all liability arising from his good faith performance of services pursuant to this Agreement as an employee, officer, or director of the Company, its subsidiaries and any of its Affiliates, to the extent permitted by law. In addition, the Executive will have the benefit of coverage under any D&O insurance policy that the Company and the Parent may have in place for its directors and officers. This Section 7.10 shall survive the termination of the Executive’s employment with the Company for any reason.

7.11 Withholding Taxes. All payments hereunder shall be subject to any and all applicable federal, state, local and foreign withholding taxes and all other applicable withholding amounts.

7.12 Counterparts. This Agreement may be executed in or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

8. Section 409A Compliance.

8.1 The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in accordance with such intent. The provisions of this Section 8 shall qualify and supersede all other provisions of this Agreement as

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necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic benefits otherwise intended hereunder. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A; provided that the Company shall not reform any such provisions if such action would or could reasonably be expected to result in any material increased costs or material liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. The Company shall have no liability to the Executive if any amounts paid or payable to the Executive are subject to the additional tax and penalties under Code Section 409A.

8.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute a “deferral of compensation” within the meaning of and subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the first day of the seventh month following such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delayed Payment Date”). On the first business day following the Delayed Payment Date, all payments and benefits delayed pursuant to this Section 8.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in the Wall Street Journal on such date, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

8.3 All expenses or other reimbursements paid pursuant to Sections 2.3, 5.6 and 7.9 hereof or otherwise provided herein that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to payment or reimbursement or in-kind benefits shall not be subject to liquidation or exchange for

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any other benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated by any lifetime and other annual limits provided under the Company’s health plans and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.

8.4 Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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EXHIBIT A

FORM OF SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release of Claims (the “Agreement”) is made by and among Jonathan Chadwick (the “Employee”), an individual, and Skype Inc., a Delaware corporation (the “Company”).

WHEREAS, the Employee is a party to an Employment Agreement with the Company, dated as of March 6, 2011 (the “Employment Agreement”); and

WHEREAS, the Employee’s employment with the Company will cease as of                      and the Company desires to provide Employee with the benefits set forth in his Employment Agreement to assist Employee in the period of transition following Employee’s separation;

NOW THEREFORE, in consideration of the mutual promises and releases contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

A-1

heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement.

A-2

during the Revocation Period, this Agreement, including but not limited to the obligation of the Company to provide the payments and benefits provided in Paragraph 1 above, shall be deemed automatically null and void.

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A-4

electronic database; all books, files, documents, and electronic media; and all Company property of any kind that Employee has in his possession or control, or that Employee obtained from the Company. Employee may retain his rolodex and similar address books, including electronic address books, provided that such items only include contact information. To the extent that Employee is provided with a cell phone number by the Company during employment, the Company shall cooperate with Employee in transferring such cell phone number to Employee’s individual name following separation.

[Signature Page to Follow]

A-5

The parties acknowledge that they have read the foregoing Agreement, understand its contents, and accept and agree to the provisions it contains voluntarily and knowingly, and with full understanding of its consequences.

A-6

EXHIBIT B

GOLDEN PARACHUTE PROVISIONS

This Exhibit B sets forth the terms and provisions applicable to the Executive pursuant to the provisions of Section 4.12 of the Agreement. This Exhibit B shall be subject in all respects to the terms and conditions of the Agreement. Capitalized terms used without definition in this Exhibit B shall have the meanings set forth in the Agreement.

(a) To the extent that the Executive would otherwise be eligible to receive a payment or benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Parachute Payment”), that a nationally recognized United States public accounting firm selected by the Company and approved by the Executive (which approval shall not be unreasonably withheld) (the “Accountants”) determines would be subject to excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then (x) if the Parent is a corporation described in Section 280G(b)(5)(A)(ii)(I) of the Code, if the Executive executes a waiver of the portion of such excess parachute payments such that all non-waived payments would not be subject to the Excise Tax, the Company shall agree to seek approval of its stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained the waived payments shall be restored and (y) if the Parent ceases to be a corporation described in Section 280G(b)(5)(A)(ii)(I) of the Code, the Company will pay the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account U.S. federal, state, local and social security taxes): (1) the Parachute Payments or (2) one dollar less than the amount of the Parachute Payments that would result in the imposition of the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Parachute Payments is necessary, then the reduction shall occur in the following order: (1) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity (“Underwater Equity”); (2) Full Credit Payments (as defined below) that are payable in cash; (3) non-cash Full Credit Payments that are taxable; (4) non-cash Full Credit Payments that are not taxable; (5) Partial Credit Payments (as defined below); and (6) non-cash employee welfare benefits; provided, however, that in each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time); and further provided, that to the extent permitted by Code Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Code Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Executive may designate a different order of reduction. “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

B-1

(b) For purposes of determining whether any of the Parachute Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Parachute Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accountants, such Parachute Payments (in whole or in part): (1) do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

(c) All determinations hereunder, including whether and when Parachute Payments are to be reduced to the Safe Harbor Amount and the amount of such reduction and the assumptions to be utilized in arriving at such determination, shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. The determination of the Accountants shall be final and binding upon the Company and the Executive. The Company shall be responsible for all charges of the Accountants.

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