Current Amendments. The following amendments and modifications to the Agreement shall be effective as of December 31, 2011: A. Section 5(b) of the Agreement is hereby amended by adding the following text to the end thereof: Any such bonus or incentive payment shall be paid no later than two and one-half months after the end of the fiscal year of which such payment is awarded, unless the Employee shall elect to defer the receipt of such payment pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). B. Section 7(c) of the Agreement is hereby amended by adding the following text to the end thereof: Notwithstanding the foregoing, in no event shall the Termination Date occur until the Employee experiences a “separation from service” within the meaning of Code Section 409A, and the date which such separation from service takes place shall be the “Termination Date”. C. The following text is hereby added as Section 12(k): Compliance With Code Section 409A. 2012 Form B (i) Notwithstanding any provision of this Agreement to the contrary, this Agreement is intended to be exempt from or, in the alternative, comply with Code Section 409A and the interpretive guidance in effect thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions. The Agreement shall be construed and interpreted in accordance with such intent. (ii) In the event that it is determined that any payment, coverage or benefit due or owing to the Employee pursuant to this Agreement is subject to the additional tax imposed by Code Section 409A or any successor provision thereof or any interest or penalties, including interest imposed under Code Section 409(A)(1)(B)(i)(I), incurred by the Employee as a result of the application of such provision, the Corporation agrees to cooperate with the Employee to modify the Agreement, but only (A) to the minimum extent necessary to avoid the application of such tax and (B) to the extent that the Corporation would not, as a result, suffer any adverse consequences. (iii) In the event the Employee is a “Specified Employee,” within the meaning of Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor provisions) as determined in accordance with the Corporation’s policy for determining Specified Employees, cash severance or any other amounts that are nonqualified deferred compensation (within the meaning of Code Section 409A that would otherwise be payable during the six- month period immediately following the Termination Date shall, to the extent required by Code Section 409A, instead be paid on the earlier of (i) the first business day after the date that is six months after the Termination Date or (ii) the Employee’s death. (iv) For purposes of this Agreement, all payments of “deferred compensation,” as defined in Code Section 409A, due to the Employee’s “termination of employment” shall be payable upon the Executive’s “separation from service,” as defined by Treas. Reg. §1.409A-1(h). 2012 Form B Except as expressly modified hereby, the terms and provisions of the Agreement shall remain in full force and effect. Sincerely, ▇▇▇▇▇ PLASTICS CORPORATION /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President, Human Resources Acknowledged and Agreed: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 1-3-12 2012 Form B
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Current Amendments. The following amendments and modifications to the Agreement shall be effective as of December 31, 2011:
A. Section 5(b) of the Agreement is hereby amended by adding the following text to the end thereof: Any such bonus or incentive payment shall be paid no later than two and one-half months after the end of the fiscal year of which such payment is awarded, unless the Employee shall elect to defer the receipt of such payment pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
B. Section 7(c) of the Agreement is hereby amended by adding the following text to the end thereof: Notwithstanding the foregoing, in no event shall the Termination Date occur until the Employee experiences a “separation from service” within the meaning of Code Section 409A, and the date which such separation from service takes place shall be the “Termination Date”.
C. The following text is hereby added as Section 12(k): Compliance With Code Section 409A. 2012 Form B
(i) Notwithstanding any provision of this Agreement to the contrary, this Agreement is intended to be exempt from or, in the alternative, comply with Code Section 409A and the interpretive guidance in effect thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions. The Agreement shall be construed and interpreted in accordance with such intent.
(ii) In the event that it is determined that any payment, coverage or benefit due or owing to the Employee pursuant to this Agreement is subject to the additional tax imposed by Code Section 409A or any successor provision thereof or any interest or penalties, including interest imposed under Code Section 409(A)(1)(B)(i)(I), incurred by the Employee as a result of the application of such provision, the Corporation agrees to cooperate with the Employee to modify the Agreement, but only (A) to the minimum extent necessary to avoid the application of such tax and (B) to the extent that the Corporation would not, as a result, suffer any adverse consequences.
(iii) In the event the Employee is a “Specified Employee,” within the meaning of Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor provisions) as determined in accordance with the Corporation’s policy for determining Specified Employees, cash severance or any other amounts that are nonqualified deferred compensation (within the meaning of Code Section 409A that would otherwise be payable during the six- month period immediately following the Termination Date shall, to the extent required by Code Section 409A, instead be paid on the earlier of (i) the first business day after the date that is six months after the Termination Date or (ii) the Employee’s death.
(iv) For purposes of this Agreement, all payments of “deferred compensation,” as defined in Code Section 409A, due to the Employee’s “termination of employment” shall be payable upon the Executive’s “separation from service,” as defined by Treas. Reg. §1.409A-1(h). 2012 Form B Except as expressly modified hereby, the terms and provisions of the Agreement shall remain in full force and effect. Sincerely, ▇▇▇▇▇ PLASTICS CORPORATION /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President, Human Resources Acknowledged and Agreed: /s/ ▇▇G. ▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Date: 112-319-12 11 2012 Form B
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