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This excerpt taken from the PCG 10-K filed Feb 24, 2009. Choice of
Law. Except to the extent governed by applicable federal law,
the validity, interpretation, construction and performance of the Plan and each
Award Agreement shall be governed by the laws of the State of California,
without regard to its conflict of law rules.
18.10 Section 409A of the
Code. Notwithstanding anything to the contrary in the Plan, to
the extent any Award payable in connection with a Participant's Separation
from Service constitutes deferred compensation subject to (and not
exempt from) Section 409A of the Code
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and (ii)
the Participant is deemed at the time of such separation to be a “specified
employee" under Section 409A of the Code and the Treasury regulations
thereunder, then payment shall not be made or commence until the earlier of (i)
six (6)-months after such Separation from Service or (ii) the date of the
Participant’s death following such Separation from Service; provided, however,
that such delay shall only be effected to the extent required to avoid adverse
tax treatment to the Participant, including (without limitation) the additional
twenty percent (20%) tax for which the Participant would otherwise be liable
under Section 409A(a)(1)(B) of the Code in the absence of such delay. Upon
the expiration of the applicable delay period, any payment which would have
otherwise been paid during that period (whether in a single sum or in
installments) in the absence of this paragraph shall be paid to the Participant
or the Participant’s beneficiary in one lump sum on the first business day
immediately following such delay.
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