The STIP Award payouts will be paid within 120 days following the end of the Plan Year. The Board retains the right, in its sole and exclusive discretion, to review, modify and adjust targets and results and reduce individual STIP Award payouts earned under the STIP.
The Compensation Committee shall have full power to administer and interpret the STIP and, in its sole discretion, may establish or amend rules of general application for the administration of the STIP.
No STIP Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or the laws of descent and distribution.
The STIP shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of kdc/one or any of its subsidiaries for payment of any amounts hereunder. No Participant, beneficiary, or other person shall have any interest in any particular assets of kdc/one or any of its subsidiaries by reason of the right to receive any STIP Award under the STIP. To the extent that any Participant acquires a right to receive any payment pursuant to a STIP Award, such right shall be no greater than the right of any general unsecured creditor of kdc/one and its subsidiaries.
The STIP shall be construed in accordance with the laws of British Columbia, without giving effect to principles of conflict of laws.
kdc/one or an applicable subsidiary of kdc/one shall have the power and the right to deduct or withhold, or require a Participant to remit, an amount sufficient to satisfy applicable taxes and mandatory government deductions required by law to be withheld with respect to any STIP Award payment to a Participant.
Nothing in the STIP implies contractual agreement nor should be interpreted as a guarantee of continued employment or interfere with or restrict in any way the right of kdc/one or any of its subsidiaries to discharge any Participant at any time (subject to any contract rights of such Participant). kdc/one reserves the right to amend, modify, suspend, or discontinue the STIP at any time and for any reason in whole or in parts, in its sole and exclusive discretion.
|9. || |
SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE U.S. INTERNAL REVENUE CODE
Note: This section is applicable only to the Participants subject to taxation in the U.S.
This section sets forth special provisions of the STIP intended to be compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended.
It is intended that the provisions of the STIP comply with or are exempt from Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the Code), and all provisions of the STIP will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. kdc/one cannot make any representations or guarantees with respect to compliance with such requirements, and neither kdc/one nor any affiliate will have any obligation to indemnify a Participant or otherwise hold him/her harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment, as applicable hereunder will be deemed a separate payment within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this document to termination of employment (and substantially similar phrases) mean separation from service within the meaning of Section 409A of the Code.
Notwithstanding anything in the STIP Plan to the contrary, if, at the time of termination of employment hereunder, the Participant is deemed to be a specified employee of kdc/one within the meaning of Section 409A of the Code, then (a) only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Participant is entitled under the STIP in connection with such termination that are subject to Section 409A of the Code (and not otherwise exempt from its application) that constitute nonqualified deferred compensation for purposes of Section 409A shall be withheld until the first business day of the seventh month following the date of such termination (the