0001047469-13-002959 Sample Contracts

December 7, 2012 Michael Herring Park City, Utah Re: Employment Offer Dear Michael:
Pandora Media, Inc. • March 18th, 2013 • Radio broadcasting stations • California

On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of Chief Financial Officer. This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”) if you accept and commence such employment. Please understand that this offer, if not accepted, will expire on December 21, 2012.

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