Pandora 2012 Annual Report Download - page 122
Download and view the complete annual report
Please find page 122 of the 2012 Pandora annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112 -
113 -
114 -
115 -
116 -
117 -
118 -
119 -
120 -
121 -
122 -
123 -
124 -
125 -
126 -
127 -
128 -
129 -
130 -
131 -
132
 |
 |
provided that solely with respect to the CEO as an Eligible Officer hereunder, an "Involuntary Termination" for the CEO shall include resignation by
the CEO for Good Reason.
(vi) "Severance Months" shall mean: (i) in the case of an Involuntary Termination, (A) 6 months for all Eligible Officers other than the CEO and
(ii) 12 months for the CEO; and (ii) in the case of a Change of Control Termination, (A) 12 months for all Eligible Officers other than the CEO and
(ii) 18 months for the CEO;
Section 7. Tax Provisions.
(a) Withholding Taxes. The Company may withhold from any amounts payable under this Policy such federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.
(b) Section 409A.
(i) This Policy and the payments and benefits hereunder are intended to qualify for the short-term deferral exception to Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), and all regulations, rulings and other guidance issued thereunder, all as amended and in
effect from time to time ("Section 409A"), described in Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible, and to the extent
they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A described in Treasury Regulation
Section 1.409A-1(b)(9)(iii) to the maximum extent possible.
(ii) To the extent Section 409A is applicable to this Policy, this Policy is intended to comply with Section 409A. Without limiting the generality
of the foregoing, if on the date of termination of employment Employee is a "specified employee" within the meaning of Section 409A as determined in
accordance with the Company's procedures for making such determination, to the extent required in order to comply with Section 409A, amounts that
would otherwise be payable under this Policy during the six-month period immediately following the Termination Date shall instead be paid on the first
business day after the date that is six months following the Termination Date.
(iii) All references herein to "Termination Date", "Separation from Service" or "termination of employment" shall mean separation from
service as an employee within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h).
(iv) The Company makes no representation or warranty and shall have no liability to the Eligible Officer or any other person if any provisions of
this Policy are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the
conditions of, such Section.
(v) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this
Policy is determined to
5