Napa Auto Parts 2012 Annual Report Download - page 74

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In Section 2.02:
Section 2.02 is deleted and replaced with the following:
“2.02 Eligibility for Key Participants (Part B Formula)
(a) Except as provided in Section 2.03, an employee of the Employer who satisfies all of the following requirements may participate in this Plan:
(i) The employee does not participate in the Plan as a Key Employee,
(ii) The employee is employed as an officer of the Employer for the previous two complete calendar years,
(iii) The employee has annual, regular Earnings that either (A) have been equal to or greater than the compensation limits of Code
Section 401(a)(17) ($255,000 in 2013) for the previous two complete calendar years or (B) based on past Earnings and/or based on other
criteria determined by the Committee, the Committee anticipates that the employee will have annual, regular Earnings that should normally
equal or exceed the compensation limits of Code Section 401(a)(17) for at least two complete calendar years, and
(iv) The Committee invites the employee to participate in the Plan in accordance with Section 2.03. For clarity, if the Committee does not invite
the employee to participate in the Plan, the employee will not be eligible to participate in the Plan even if the employee satisfies the
requirements of (i) through (iii) above.
(b) An employee who satisfies the requirements of (i) through (iv) above and participates in the Plan is known as a (“Key Participant”).
(c) Upon becoming eligible to participate, the Key Participant is required to complete and execute a Joinder Agreement in a form satisfactory to the
Committee. Such Joinder Agreement is required to be completed no later than January 30 following the calendar year in which the Key Participant
first accrues a benefit under this Plan. If the Key Participant fails to timely complete the Joinder Agreement, the Key Participant is prohibited from
accruing a benefit under this Plan until the first day of the calendar year after the completion of the Joinder Agreement.”
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