Pandora 2012 Annual Report Download - page 124

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severance benefits, and to the extent an Eligible Officer has executed an individually negotiated agreement with the Company relating to severance benefits
that is in effect on his or her Termination Date, no amounts will be due hereunder unless such Eligible Officer acknowledges and agrees that the severance
benefits, if any, provided under this Policy are in lieu of and not in addition to any severance benefits provided under the terms of such individually negotiated
agreement.
(b) No Implied Employment Contract. This Policy is not an employment contract. Nothing in this Policy or any other instrument executed pursuant to
this Policy shall confer upon an Eligible Officer any right to continue in the Company's employ or service nor limit in any way the Company's right to
terminate an Eligible Officer's employment at any time for any reason. The Company and the Eligible Officer acknowledge that the Eligible Officer's
employment is and shall continue to be "at-will", as defined under applicable law, except to the extent otherwise expressly provided in a written agreement
between the Eligible Officer and the Company.
(c) Exclusive Discretion. The Board of Directors, its Compensation Committee or another authorized committee thereof will have the exclusive
discretion and authority to establish rules, forms, and procedures for the administration of the Policy and to construe and interpret the Policy and to decide any
and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Policy, including, but not
limited to, the eligibility to participate in the Policy and amount of benefits paid under the Policy, and its rules, interpretations, computations and other actions
will be binding and conclusive on all persons.
(d) Notice. Notices and all other communications contemplated by this Policy shall be in writing and shall be deemed to have been duly given when
personally delivered, sent by facsimile or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the
Eligible Officer, mailed notices shall be addressed to him or her at the home address or facsimile number shown on the Company's corporate records, unless a
different address or facsimile number is subsequently communicated to the Company in writing. In the case of the Company, mailed notices or notices sent by
facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the General Counsel.
(e) No Waiver. The failure of a party to insist upon strict adherence to any term of this Policy on any occasion shall not be considered a waiver of such
party's rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Policy.
(f) Severability. In the event that any one or more of the provisions of this Policy shall be or become invalid, illegal or unenforceable in any respect or
to any degree, the validity, legality and enforceability of the remaining provisions of this Policy shall not be affected thereby. The parties intend to give the
terms of this Policy the fullest force and effect so that if any provision shall be found to be invalid or unenforceable, the court reaching such conclusion may
modify or interpret such provision in a manner that shall carry out the parties' intent and shall be valid and enforceable.
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