Pandora 2012 Annual Report Download - page 121

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or her "incentive stock options" (as defined in Section 422 of the Code) outstanding as of the date of such eligibility by providing written notice to the
General Counsel of the Company by such 30th day.
Section 6. Definitions. For purposes of this Policy:
(i) "Committee" means the Board of Directors or the Compensation Committee of the Board of Directors.
(ii) "Cause" means: (i) a failure or a refusal to comply in any material respect with the reasonable policies, standards or regulations of Company;
(ii) determination by Company's Chief Executive Officer that the Eligible Officer's performance is unsatisfactory, provided that, the Company provides
the Eligible Officer a fifteen (15) day cure period to remedy such nonperformance; (iii) unprofessional, unethical or fraudulent conduct or conduct that
materially discredits Company or is materially detrimental to the reputation, character or standing of Company; (iv) dishonest conduct or a deliberate
attempt to do an injury to Company; (v) an Eligible Officer's material breach of this Agreement or any breach of confidentiality or proprietary
information agreements with the Company, including, without limitation, theft of Company's proprietary information; (vi) an unlawful or criminal act
which would reflect badly on Company in Company's reasonable judgment; or (vii) absence from work without an approved leave.
(iii) "Good Reason" means the Eligible Officer's resignation from employment (for any Eligible Officer other than the CEO, only following a
Change of Control) after the occurrence of one of the following events without the Eligible Officer's consent: (A) a reduction of Eligible Officer's base
salary which is not part of a broad cost-cutting effort; (B) any requirement that Eligible Officer engage in any illegal or unethical conduct, after Eligible
Officer has given the Company 30 days' notice and opportunity to cure; (C) the Company's failure to fully cure within thirty (30) days any material
breach by the Company of this Plan or of any other material agreement between Eligible Officer and the Company, in each case which Eligible Officer
has notified the Board in writing; (D) a relocation of Eligible Officer's principal place of employment by more than fifty (50) miles; or (E) solely if the
Eligible Officer is the Company's CEO, CFO or General Counsel, a material reduction in duties and responsibilities; provided that in any event, the
Eligible Officer notifies the Company of the event constituting Good Reason with 90 days and gives the Company 30 days to cure (to the extent capable
of cure), and then the Eligible Officer resigns within 30 days thereafter.
(iv) "Change of Control Termination" means, within 12 months following a Change of Control, any termination of the Eligible Officer's
employment with the Company (or its successor) (A) by the Company (or its successor) for any reason other than Cause or (B) by the Eligible Officer
for Good Reason.
(v) "Involuntary Termination" means any termination of the Eligible Officer's employment (other than a Change of Control Termination) with
the Company (or its successor) by the Company (or its successor) for any reason other than Cause;
4