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This excerpt taken from the ROMA DEF 14A filed Mar 24, 2008. Section 409A Compliance. To the extent that
any Award is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A of the Code (a “409A Award”), the Award
shall be subject to such additional rules and requirements as specified by the
Committee from time to time in order to comply with Section 409A of the Code. In this
regard, if any amount under a 409A Award is payable upon a “separation from
service” (within the meaning of Section 409A of the Code) to a Participant who is
then considered a “specified employee” (within the meaning of Section 409A
of the Code), then no such payment shall be made prior to the date that is the earlier
of (i) six months and one day after the Participant’s separation from service, or
(ii) the Participant’s death, but only to the extent such delay is necessary to
prevent such payment from being subject to interest, penalties and/or additional tax
imposed pursuant to Section 409A of the Code. Further, the settlement of any such Award
may not be accelerated except to the extent permitted by Section 409A of the Code. To
the extent that an Award is deemed to constitute a 409A Award, and the settlement of,
or distribution of benefits thereunder of, such Award is to be triggered solely by a
Change in Control, then with respect to such Award, a Change in Control shall be
defined as required in conformity with the limitations under Section 409A of the Code,
as in effect at the time of such Change in Control transaction.
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