Pandora 2012 Annual Report Download - page 123

be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one
calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation
applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in
which such Eligible Officer incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject
to liquidation or exchange for another benefit.
(c) Section 280G Contingent Cutback. In the event that the severance and other benefits provided for in this Policy or otherwise payable to an Eligible
Officer (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but
for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then such severance and other benefits shall be payable either
(i) in full or (ii) as to such lesser amount that would result in no portion of such severance and other benefits being subject to the excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax
imposed by Section 4999, results in the receipt by such Eligible Officer on an after-tax basis, of the greatest amount of severance benefits under this Policy or
otherwise, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. To the extent any of such
severance benefits are "deferred compensation" within the meaning of Section 409A of the Code, any reduction shall be made in the following manner: first a
pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of
the Code, and second a pro rata cancellation of (x) equity-based compensation subject to Section 409A of the Code as deferred compensation and (y) equity-
based compensation not subject to Section 409A of the Code; provided that reduction in either cash payments or equity compensation benefits shall be made
pro rata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code. Unless the
Company and such Eligible Officer otherwise agree in writing, any determination required under this provision shall be made in writing by the Company's
independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon such Eligible Officer and the Company for
all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The
Company and such Eligible Officer shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to
make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations
contemplated by this provision.
Section 8. Miscellaneous.
(a) Entire Agreement; No Duplication of Benefits. Any amounts payable hereunder shall be reduced by any notice under, or payments in lieu of notice
under, the WARN Act (or similar state law). Any amounts payable under this Policy shall not be duplicative of any other
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