Pandora 2012 Annual Report Download - page 119

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Section 4. Non-Change of Control Severance Benefits.
(a) In the event that an Eligible Officer incurs a Separation from Service by reason of an Involuntary Termination at any time, the Eligible Officer shall
be entitled to, in lieu of any other severance compensation and benefits whatsoever, the following payments and benefits (subject to the terms and conditions
of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:
(i) a cash payment equal to the number of Severance Months (as defined below) times such Eligible Officer's monthly base salary in effect on the
Termination Date, paid in a lump sum within 10 business days following the effectiveness of the Release; provided that if a payment that is subject to
execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year;
(ii) a cash payment equal to a prorated (to the Termination Date) portion of the amount such Eligible Officer would have received under the
Company's annual bonus plan, based on actual performance as determined by the Committee in its discretion for the remaining executive officers
following year-end; provided that such payment shall not exceed the Eligible Officer's prorated annual target bonus for the year in which the
Termination Date occurs; provided further than such payment shall be made no later than two and one-half months following the end of the Company's
taxable year in which the Termination Date occurs;
(iii) so long as the Eligible Officer timely elects (and remains eligible for) health benefits continuation pursuant to COBRA, payment by the
Company of the Eligible Officer's applicable premiums (including spouse or family coverage if the Eligible Officer had such coverage on the
Termination Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on
the Termination Date and ending on the earliest to occur of (a) the number of Severance Months following the Termination Date, and (b) the date on
which the Eligible Officer and his or her covered dependents, if any, become eligible for health insurance coverage through another employer; provided
that, in order to avoid adverse consequences to the Company, the Company may elect to pay a lump sum in cash equal to the aggregate amount of the
number of Severance Months times the monthly premium (as in effect on the Termination Date), which shall be paid on the same date the payment
pursuant to clause (i) is made;
(iv) reasonable outplacement and career continuation services by a firm to be selected by the Company for up to three months following the
Termination Date, if the Eligible Officer elects to participate in such services; and
(v) effective on the effective date of the Release, accelerated vesting by the number of Severance Months of all outstanding Company stock
options, restricted stock, RSUs or other equity-based awards (collectively, "Equity Awards") held by the Eligible Officer as of the Termination Date;
provided that, in lieu of the foregoing, Equity Awards that do not vest monthly shall be accelerated through the number of Severance Months
2