Crucial 2014 Annual Report Download - page 136

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(d) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any
amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable
or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service
during a period in which the Participant is a Specified Employee (as defined below), then, subject to any
permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii)
(domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) if the payment or distribution is payable in a lump sum, the Participant’s right to
receive payment or distribution of such Non-Exempt Deferred Compensation will be delayed until
the earlier of the Participant’s death or the first day of the seventh month following the Participant’s
separation from service; and
(ii) if the payment or distribution is payable over time, the amount of such Non-
Exempt Deferred Compensation that would otherwise be payable during the six-month period
immediately following the Participant’s separation from service will be accumulated and the
Participant’s right to receive payment or distribution of such accumulated amount will be delayed
until the earlier of the Participant’s death or the first day of the seventh month following the
Participant’s separation from service, whereupon the accumulated amount will be paid or
distributed to the Participant and the normal payment or distribution schedule for any remaining
payments or distributions will resume.
For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code
Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations,
the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)
(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall
be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company,
including this Plan.
(e) If, pursuant to an Award, a Participant is entitled to a series of installment payments, such
Participant’s right to the series of installment payments shall be treated as a right to a series of separate
payments and not to a single payment. For purposes of the preceding sentence, the term “series of
installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any
successor thereto).
(f) The Company shall have the sole authority to make any accelerated distribution
permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of deferred amounts, provided that
such distribution(s) meets the requirements of Treas. Reg. section 1.409A-3(j)(4).
(g) Whenever an Award conditions a payment or benefit on the Participant’s execution and
non-revocation of a release of claims, such release must be executed and all revocation periods shall have
expired within 60 days after the date of termination of the Participant’s employment; failing which such
payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code,
the Company may elect to make or commence payment at any time during such 60-day period. If such
payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above,
(i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence
payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one
calendar year and ends in the next calendar year, the payment shall be made or commence during the
second such calendar year (or any later date specified for such payment under the applicable Award), even
if such signing and non-revocation of the release occur during the first such calendar year included within
such 60-day period.