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These excerpts taken from the FACE 10-K filed Mar 31, 2009. Time and
Method of Payment. Payment of a Participant’s Deferred
Compensation Account shall be made in a single lump sum payment as soon as
practicable following the earliest to occur of:
(a) the
date or fixed schedule specified in writing by the Participant at the time of
Participant’s initial Deferral Election under the Plan;
(b) the
Participant ceasing to be employed by Employer (and ceasing to provide
substantial services to Employer in any non-employee capacity);
(c) the
Participant becoming Disabled;
(d) Participant’s
death;
(e) a Change
in Control of the Company (other than a Change in Control that does not
constitute a change (i) in ownership or effective control of the Company or (ii)
in the ownership of a substantial portion of the assets of the Company, in each
case as defined in regulations or other official Treasury or IRS guidance issued
under Section 409A(a)(2)(A)(vi) of the Code); or
(f) an
Unforeseeable Financial Emergency with respect to the Participant;
provided,
in each case, that the amount distributed as a result of an Unforeseeable
Emergency shall not exceed that amount necessary to mitigate the severe
financial hardship resulting from such Unforeseeable Emergency, plus the amount
required to pay taxes reasonably anticipated as a result of such distribution,
after taking into account the extent to which such hardship is or may be
relieved by insurance or otherwise by liquidation of the Participant’s assets to
the extent such liquidation would not itself cause a severe financial hardship
to the Participant; and provided, further, that notwithstanding any other
payment schedule provided herein to the contrary, if the Participant is deemed
on the date of termination to be a “specified employee” within the meaning of
that term under Code Section 409A(a)(2)(B), then any payment that is considered
deferred compensation under Code Section 409A payable on account of a
“separation from service,” such payment shall be made on the date which is the
earlier of (A) the expiration of the six (6)-month period measured from the date
of such “separation from service” of the Executive, and (B) the
6
date of
the Executive’s death (the “Delay Period”) to the extent required under Code
Section 409A. Upon the expiration of the Delay Period, all payments
delayed pursuant to this Section (whether they would have otherwise been payable
in a single sum or in installments in the absence of such delay) shall be paid
to the Executive in a lump sum.
5.2 Time and Method of Payment. Payment of a Participant’s Deferred Compensation Account shall be made in a single lump sum payment as soon as practicable following the earliest to occur of: (a) the date or fixed schedule specified in writing by the Participant at the time of Participant’s initial Deferral Election under the Plan; (b) the Participant ceasing to be employed by Employer (and ceasing to provide substantial services to Employer in any non-employee capacity); (c) the Participant becoming Disabled; (d) Participant’s death; (e) a Change in Control of the Company (other than a Change in Control that does not constitute a change (i) in ownership or effective control of the Company or (ii) in the ownership of a substantial portion of the assets of the Company, in each case as defined in regulations or other official Treasury or IRS guidance issued under Section 409A(a)(2)(A)(vi) of the Code); or (f) an Unforeseeable Financial Emergency with respect to the Participant; provided, in each case, that the amount distributed as a result of an Unforeseeable Emergency shall not exceed that amount necessary to mitigate the severe financial hardship resulting from such Unforeseeable Emergency, plus the amount required to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which such hardship is or may be relieved by insurance or otherwise by liquidation of the Participant’s assets to the extent such liquidation would not itself cause a severe financial hardship to the Participant; and provided, further, that notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the 6 date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum. 5.2 Time and Method of Payment. Payment of a Participant’s Deferred Compensation Account shall be made in a single lump sum payment as soon as practicable following the earliest to occur of: (a) the date or fixed schedule specified in writing by the Participant at the time of Participant’s initial Deferral Election under the Plan; (b) the Participant ceasing to be employed by Employer (and ceasing to provide substantial services to Employer in any non-employee capacity); (c) the Participant becoming Disabled; (d) Participant’s death; (e) a Change in Control of the Company (other than a Change in Control that does not constitute a change (i) in ownership or effective control of the Company or (ii) in the ownership of a substantial portion of the assets of the Company, in each case as defined in regulations or other official Treasury or IRS guidance issued under Section 409A(a)(2)(A)(vi) of the Code); or (f) an Unforeseeable Financial Emergency with respect to the Participant; provided, in each case, that the amount distributed as a result of an Unforeseeable Emergency shall not exceed that amount necessary to mitigate the severe financial hardship resulting from such Unforeseeable Emergency, plus the amount required to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which such hardship is or may be relieved by insurance or otherwise by liquidation of the Participant’s assets to the extent such liquidation would not itself cause a severe financial hardship to the Participant; and provided, further, that notwithstanding any other payment schedule provided herein to the contrary, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the 6 date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum. 5.2 | EXCERPTS ON THIS PAGE:
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