Restricted Stock Unit Award Agreement – LinkedIn Corp.

LINKEDIN CORPORATION

2011 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined in this Restricted Stock Unit Award Agreement (the
“Award Agreement”), the terms defined in the LinkedIn Corporation (also referred
to in this Award Agreement as the “Company,” “we,” “us” and “our”) 2011 Equity
Incentive Plan (the “Plan”) will have the same defined meanings in this Award
Agreement.

I.	NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name:

Address:

You (references to “you” and “your” in this Award Agreement will be
references to the Participant) have been granted the right to receive an Award
of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the
Plan and this Award Agreement (together, the “Award Documents”), as follows:

Grant Number
Date of Grant
Initial Vest Date
Number of RSUs
Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or as described
below, the RSU will vest according to the following schedule:

[Insert vesting schedule]

If you cease to be a Service Provider for any or no reason before you vest in
the RSU, the RSU and your right to acquire any Shares under this Agreement will
immediately terminate.

By your signature and the signature of the Company representative below, you
and the Company agree that this Award of RSUs is granted under and governed by
the terms and conditions of the Award Documents, including the Terms and
Conditions of Restricted Stock Unit Grant, attached as Exhibit A to this
Award Agreement. You also agree that by signing this document that
you are agreeing to the sale of Shares to satisfy your tax withholding
obligations that arise with respect to this Award. You agree that
you have reviewed the Award Documents, have had an opportunity to obtain the
advice of counsel prior to executing this Award Agreement and understand all
provisions of the Award Documents. You agree to accept as binding and final all
decisions or interpretations of the Administrator upon any questions relating to
the Award Documents.

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This Award Agreement will be governed by California law, without giving
effect to California153s conflict of law principles. You consent to the
jurisdiction of California for purposes of litigating any dispute regarding this
Award and as described further in Section 17 of Exhibit A to this Award
Agreement.

PARTICIPANT:				LINKEDIN CORPORATION
Signature				By
Print Name				Title
Date				Date
Residence Address:

(You agree to notify the Company in writing of any change to your
residential address)

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EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

1. Grant. With this Award Agreement, the Company grants to the
individual named in the Notice of Restricted Stock Unit Grant (“Notice of
Grant”) attached as Part I of this Award Agreement (the “Participant,” also
referred to as “you” and “your”) under the Plan an Award of RSUs, subject to all
of the terms and conditions in the Award Documents. The terms and conditions of
the Plan are incorporated into this Award Agreement by reference. Subject to
Section 18 of the Plan, in the event of a conflict between the terms of the Plan
and the terms and of this Award Agreement, the terms of the Plan prevail.

2. Company153s Obligation to Pay. Each RSU represents the right to
receive one Share on the date that it vests. Until the RSUs vest as described in
Section 3, you have no right to receive any Shares under this Award. Prior to
actual issuance of Shares for vested RSUs, the RSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company. Any RSUs that vest will be paid to you in whole Shares, subject to
your satisfying any applicable tax withholding obligations as described in
Section 5. Subject to the provisions of Section 16, the vested RSUs will be paid
in Shares as soon as practicable after vesting.

3. Vesting Schedule. The vesting schedule for your RSU is described in
the Notice of Grant. In order to vest in any portion of the RSUs, you will have
to continuously be a Service Provider from the Date of Grant through the date
all applicable vesting conditions have been satisfied. The balance of the RSUs
that have not vested on the date you cease being a Service Provider (for any or
no reason) will immediately terminate and be cancelled on the date you cease
being a Service Provider and you will have no further right to acquire any
Shares under the cancelled RSUs.

YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THE AWARD DOCUMENTS ALTERS THE
AT-WILL NATURE OF YOUR EMPLOYMENT OR OTHER SERVICE WITH US. THIS MEANS THAT WE
(OR OUR PARENT OR SUBSIDIARY EMPLOYING OR RETAINING YOU) MAY TERMINATE YOUR
EMPLOYMENT OR OTHER SERVICE WITH US AT ANY TIME, WITH OR WITHOUT CAUSE OR
ADVANCE NOTICE.

4. Death of Participant. Any distribution or delivery pursuant to
Section 2 to be made to you will, if you are then deceased, be made to your
designated beneficiary, or if no beneficiary survives you, the administrator or
executor of your estate. Any transferee (that is, the applicable designated
beneficiary or administrator or executor of your estate) must furnish the
Company with (a) written notice of his or her status as transferee, and (b)
evidence satisfactory to the Company to establish the validity of the transfer
and compliance with all laws or regulations pertaining to this transfer.

5. Tax Withholding.

a. Default Method of Tax Withholding. The minimum federal, state, and
local and foreign income, social insurance, employment and any other applicable
taxes which the

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Company determines must be withheld with respect to this Award (“Tax
Withholding Obligation”) will be satisfied by Shares being sold on your behalf
at the prevailing market price pursuant to such procedures as the Company may
specify from time to time, including through a broker-assisted arrangement (it
being understood that the Shares to be sold must have vested pursuant to the
terms of this Agreement and the Plan). The proceeds from the sale will be used
to satisfy your Tax Withholding Obligation (and any associated broker or other
fees) arising with respect to your RSUs. Only whole Shares will be sold to
satisfy any Tax Withholding Obligation. Any proceeds from the sale of Shares in
excess of the Tax Withholding Obligation (and any associated broker or other
fees) will be paid to you in accordance with procedures the Company may specify
from time to time. By accepting this Award, you expressly consent to the
sale of Shares to cover the Tax Withholding Obligations (and any associated
broker or other fees) and agree and acknowledge that you may not satisfy them by
any means other than such sale of Shares, unless required to do so by the
Administrator or pursuant to the Administrator153s express written
consent.

b. Administrator Discretion. If the Administrator determines that you
cannot satisfy your Tax Withholding Obligation through the default procedure
described in clause (a), it may permit you to satisfy your Tax Withholding
Obligation by (i) delivering to the Company Shares that you own and that have
vested with a Fair Market Value equal to the amount required to be withheld,
(ii) electing to have the Company withhold otherwise deliverable Shares having a
value equal to the minimum amount statutorily required to be withheld, (iii)
your payment in cash, or (iv) such other means as the Administrator deems
appropriate.

d. Company153s Obligation to Deliver Shares. For clarification purposes,
in no event will the Company issue you any Shares unless and until arrangements
satisfactory to the Administrator have been made for the payment of your Tax
Withholding Obligation. If you fail to do so by the time they become due, you
will permanently forfeit your RSUs to which your Tax Withholding Obligation
relates, as well as any right to receive Shares otherwise issuable pursuant to
those RSUs.

6. Rights as Stockholder. Neither you nor any person claiming under or
through you will have any of the rights or privileges of a stockholder in
respect of any Shares deliverable under this Award Agreement, unless and until
certificates representing the Shares have been issued and delivered to you. Only
upon completion of these requirements will you have the rights of a stockholder
of the Company.

7. Address for Notices. All notices under the Award Documents must be
in writing and given by personal delivery, certified mail (postage pre-paid and
return receipt requested), or by commercial overnight courier, to the address
set forth below. Notice will be deemed given the date of personal delivery, the
third business day after mailing or the date of delivery by courier (as
indicated on the courier153s records).

LinkedIn Corporation

ATTN: General Counsel

2029 Stierlin Ct.

Mountain View, CA 94043

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8. Grant is Not Transferable. Except to the limited extent provided in
Section 4, this Award and the rights and privileges conferred under this Award
Agreement may not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and will not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred under this Award Agreement, or upon any attempted sale under
any execution, attachment or similar process, this grant of the Award of RSUs
and the rights and privileges conferred under this Award Agreement immediately
will become null and void, you will permanently forfeit the RSUs and any right
to receive Shares otherwise issuable pursuant to the RSUs, and the RSUs will be
returned to the Company at no cost to the Company.

9. Binding Agreement. Subject to the limitation on the transferability
of this grant contained in this Award Agreement, the Award Documents are binding
upon and will inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.

10. Additional Conditions to Issuance of Stock. If at any time we will
determine, in our discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority is necessary or
desirable as a condition to the issuance of Shares to you (or your estate), no
issuance will occur unless and until such listing, registration, qualification,
consent or approval will have been effected or obtained free of any conditions
not acceptable to us. Where we determine that the delivery of the payment of any
Shares may violate federal securities laws or other applicable laws, we will
defer delivery until the earliest date at which we reasonably anticipate that
the delivery of Shares will no longer cause such violation. We will make all
reasonable efforts to meet the requirements of all applicable state or federal
law or securities exchange and to obtain any consent or approval of the
applicable governmental authority.

11. Plan Governs. This Award Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Award Agreement and the Plan, the provisions of the Plan will
govern. Capitalized terms used and not defined in this Award Agreement have the
meaning set forth in the Plan.

12. Administrator Authority. The Administrator will have the power to
interpret the Award Documents and to adopt the rules for the administration,
interpretation and application of the Plan as are consistent and to interpret or
revoke any rules (including, but not limited to, the determination of whether or
not any RSUs have vested). All actions taken and all interpretations and
determinations made by the Administrator in good faith will be final and binding
upon you, us and all other interested persons. No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Award Documents.

13. Entire Agreement; Changes in Writing; Partial Invalidity;
Captions. This Award Agreement is the entire agreement between the Company
and you regarding the subject matter. Any addition to or modification of this
Award Agreement must be in writing. The Company and you intend this Award
Agreement to be enforced as written. If any provision of this Award

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Agreement is unenforceable, the remaining provisions will continue. However,
if any provision is held to be unenforceable, the Company and you agree that the
court making the determination will modify the unenforceable provision to an
enforceable provision to most accurately achieve the intent of the parties to
maximum extent possible and at the same time allow the revised form of the
provision to be enforceable. Captions provided are for convenience only and are
not to serve as a basis for interpretation or construction of this Award
Agreement.

14. Electronic Delivery. We may, in our sole discretion, decide to
deliver any documents related to RSUs awarded under the Plan or future RSUs that
may be awarded under the Plan by electronic means or request your consent to
participate in the Plan by electronic means. You consent to receive such
documents by electronic delivery and agree to participate in the Plan through
any on-line or electronic system established and maintained by us or another
third party designated by us.

15. Section 409A. In addition and notwithstanding anything to the
contrary in the Award Documents, we reserve the right to revise this Award
Agreement as we deem necessary or advisable, in our sole discretion and without
your consent, to comply with Section 409A or to otherwise avoid imposition of
any additional tax or income recognition under Section 409A in connection to
this Award of RSUs.

Except as described below, vested RSUs will be paid in Shares as soon as
practicable after vesting, which means that the Shares must be paid no later
than the date that is two and one-half (2-1/2) months after the end of our tax
year in which the RSUs vest.

If the vesting of the balance, or some lesser portion of the balance, of the
RSUs is accelerated in connection with your termination as a Service Provider
(provided that such termination is a “separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to
death, and if (x) you are a “specified employee” within the
meaning of Section 409A at the time of such termination, and (y) the payment of
such accelerated RSUs will result in the imposition of additional tax under
Section 409A if paid to you on or within the six (6) month period following your
termination, then the payment of the accelerated RSUs will not be made until the
date six (6) months and one (1) day following the date of your termination,
unless you die following your termination, in which case, the RSUs will be paid
in Shares to your estate as soon as practicable following your death.

It is the intent of this Award Agreement to comply with the requirements of
Section 409A so that none of the RSUs provided under this Award Agreement or
Shares issuable thereunder will be subject to the additional tax imposed under
Section 409A, and any ambiguities under this Award Agreement will be interpreted
to so comply. For purposes of this Award Agreement, “Section 409A” means Section
409A of the Code, and any proposed, temporary or final Treasury Regulations and
Internal Revenue Service guidance thereunder, as each may be amended from time
to time.

16. Amendment, Suspension or Termination of the Plan. By accepting
this Award, you expressly warrant that you have received an Award of RSUs under
the Plan, and have received, read and understood a description of the Plan. You
understand that the Plan is discretionary in nature and may be amended,
suspended or terminated by us at any time.

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17. Governing Law. This Award Agreement will be governed by California
law without giving effect to the conflict of law principles of California law.
The parties submit to and consent to the jurisdiction of the State of
California, and agree that litigation will be conducted in the courts of Santa
Clara County, California, or the federal courts for the United States for the
Northern District of California, and no other courts, where this Award of RSUs
is made and/or to be performed.

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