Executive Severance and Retention Incentive Plan
Amended and Restated May 5, 2009
1. Introduction. The purpose of this Executive Severance and Retention Incentive Plan (the “Plan”) is to provide
assurances of specified severance benefits to eligible executives of Netflix, Inc. (the “Company”) upon certain terminations of
employment and to provide specified retention incentives to eligible executives of the Company upon a Change in Control. The
Company believes that the severance plan set forth in this Plan will aid the Company in attracting and retaining highly qualified
individuals. In addition, the Company believes that the retention incentive set forth in this Plan will help (a) assure that the
Company will have continued dedication and objectivity from its executives notwithstanding the possibility, threat or
occurrence of a Change in Control and (b) provide the Company’s executives with an incentive to continue their employment
and to motivate executives to maximize the value of the Company upon a Change in Control for the benefit of its stockholders.
This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of
1974, as amended. This document constitutes both the written instrument under which the Plan is maintained and the required
summary plan description for the Plan.
2. Important Terms. To help you understand how this Plan works, it is important to know the following terms:
2.1 “Administrator” means the Company, acting through its Chief Talent Officer or any person to whom the
Administrator has delegated any authority or responsibility pursuant to Section 9, but only to the extent of such delegation.
2.2 “Base Pay” means a Covered Executive’s regular straight-time salary as in effect during the last regularly
scheduled payroll period immediately preceding the date on which the Severance Benefit or Retention Incentive becomes
payable. Base Pay does not include payments for overtime, shift premium, incen