X0306 4 2016-04-15 0001230276 Pandora Media, Inc. P 0001364096 Robinson Kristen C/O PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 1 Chief Human Resources Officer Common Stock 2016-04-15 4 A 0 150000 0 A 240623 D Performance-Based Restricted Stock Units 2016-04-15 4 A 0 150000 0 A Common Stock 150000 150000 D 25% of the RSUs vest on 2/15/2017 and thereafter 1/16th of the RSUs vest quarterly. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Pandora Media, Inc. ("Pandora") common stock. 25% of the PSUs will vest on 2/15/2017 and thereafter 1/16th of the PSUs will vest quarterly, but only if the 90-day trailing average of Pandora's common stock price equals or exceeds $20.00 (the "Target") on a given vesting date. If the Target is not met on a given vesting date, then the shares scheduled to vest as of such date will remain unvested until the next vesting date on which the Target has been met. Any shares that remained unvested as of the final vesting date will be cancelled by Pandora and forfeited. /s/ Jeremy Liegl, Attorney-in-Fact 2016-04-19