Napa Auto Parts 2010 Annual Report Download - page 98

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The word “Executive” is deleted from the definition of the term “Key Employee”.
Two new definitions are added after the definition of the term “Plan” as follows:
Salary. The annual rate of base salary payable by the Company or its affiliates to the Key Employee during a calendar year, without reduction for
amounts deferred pursuant to this Plan. No other item of compensation shall be considered Salary including but not limited to Bonuses, irregular pay,
commissions, awards, incentive compensation, reimbursements, welfare benefits or income or gain recognized under any stock or stock based plan.
Salary Deferral Account. The bookkeeping account to which Salary which is deferred by a Participant shall be recorded and in which income or loss shall
be credited in accordance with the Plan. Participants may elect a different payment date or payment form for each calendar year’s Salary Deferral Account.
Accordingly, each calendar year a different Salary Deferral Account shall be established for each Participant (e.g., 2011 Salary Deferral Account, 2012
Salary Deferral Account, etc.)”
3.
Effective January 1, 2011, Article 3 is hereby amended as follows:
The word “Executive” is deleted from the first sentence of Section 3.01(a).
The phrase “and/or Salary” is added after the phrase “deferred the receipt of his or her Bonus” in the last sentence of Section 3.01(a).
Subsections 3.01(b), 3.01(c), 3.01(d) and 3.01(e) are deleted in their entirety and replaced with a new Section 3.01(b) as follows:
“(b) Completion of Election Form.
(1) In General. A Key Employee may participate in the Plan after delivering a properly completed and signed Election Form to the Committee.
(2) Bonus Deferral. To defer a Bonus the following shall apply.
(A) The Election Form must be signed and delivered to the Committee no later than the date that is six months before the end of the
performance period, provided that in no event may such Election Form be made after such Bonus has become both substantially certain
to be paid and readily
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