EX-10.44



 Exhibit 10.44 
  





 
 2014 Prudential Financial, Inc. Leveraging Opportunities 

Program Long Term Incentive Award Plan 

January 2014 
 The Plan
Administration Committee may, in its sole discretion, at any time and from time to time 
 amend, modify, suspend or terminate this
Plan, in whole or in part, without notice to or consent 
 of any participant or employee. 







 Table of Contents 

 

							
	 I.
	 	Program Concept	  	 	4	  
			
	 II.
	 	Eligibility for Long-Term Incentive Awards	  	 	4	  
			
	 III.
	 	Granting of Long Term Incentive Awards	  	 	4	  
			
	 IV.
	 	Performance Measurement	  	 	5	  
			
	 V.
	 	Final Valuation and Payment	  	 	6	  
			
	 VI.
	 	Termination of Employment	  	 	7	  
			
	 A.
	 	Discharge, Competitive or Detrimental Conduct, and Voluntary Termination	  	 	7	  
			
	 B.
	 	Retirement	  	 	8	  
			
	 C.
	 	Death	  	 	9	  
			
	 D.
	 	Disability	  	 	9	  
			
	 E.
	 	Involuntary Termination of Employment	  	 	10	  
			
	 F.
	 	Transfer	  	 	10	  
			
	 G.
	 	Six-Month Delay	  	 	10	  
			
	 VII.
	 	Confidentiality, Covenant Not To Solicit	  	 	10	  
			
	 A.
	 	Confidentiality	  	 	10	  
			
	 B.
	 	Restrictions During Employment	  	 	11	  
			
	 C.
	 	Post-Employment Restrictions	  	 	11	  
			
	 D.
	 	Restrictions Separable and Divisible	  	 	12	  
			
	 E.
	 	Remedies	  	 	12	  
			
	 VIII.
	 	Plan Funding	  	 	13	  
			
	 IX.
	 	Plan Administration	  	 	13	  
			
	 X.
	 	Revocation, Amendment, and Termination	  	 	14	  
			
	 XI.
	 	Limitation On Liability	  	 	14	  
			
	 XII.
	 	No Contract of Employment	  	 	14	  
			
	 XIII.
	 	No Right to Participate	  	 	14	  
			
	 XIV.
	 	No Limitations on Corporate Actions	  	 	14	  
			
	 XV.
	 	Facilitation of Payments	  	 	15	  
			
	 XVI.
	 	Addresses; Missing Recipients	  	 	15	  
			
	 XVII.
	 	Taxes	  	 	15	  
			
	 XVIII.
	 	Successors	  	 	15	  


  
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	 XIX.
	 	Captions	  	 	16	  
			
	 XX.
	 	Third Parties	  	 	16	  
			
	 XXI.
	 	Non-Alienation Provisions	  	 	16	  
			
	 XXII.
	 	Section 409A of the Internal Revenue Code	  	 	16	  


  
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 2014 Prudential Financial, Inc. Leveraging Opportunities 

Program Long Term Incentive Award Plan 
  

	I.	Program Concept 

 The 2014 Prudential Financial, Inc. (“PFI” or the
“Company”) Leveraging Opportunities Program Long Term Incentive Award Plan (the “Plan”) has been developed to increase the eligible participants’ alignment with the actual savings and operational goals achieved by the
Leveraging Opportunities Program. 
 The Plan is considered a “bonus program” as described in the U.S. Department of Labor
Regulations Section 2510.3-2(c). As such, this Plan is not an “employee pension plan,” and is thereby exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended. 

 

	II.	Eligibility for Long-Term Incentive Awards 

 Eligibility is limited to the
dedicated Leveraging Opportunity Program Team, Steering Committee members and select dedicated business resources. Such employees shall be designated as eligible to participate in the Plan as determined by affirmative action of the Committee (as
defined in Section IX). The employees designated as eligible to participate in the Plan may be updated by the Committee during the Plan Performance Period (as defined below) if there are changes to the dedicated Leveraging Opportunity Program Team,
Steering Committee members and select dedicated business resources as a result of project staffing. 
  

	III.	Granting of Long Term Incentive Awards  

 An awards pool of 40,000 points (valued
at $100 per point at Plan target) will be created. Participants will be eligible to receive a grant of a Leveraging Opportunities Long Term Incentive Award (“Award”), denominated in points, during the 2013/2014 compensation cycle. The
applicable performance period during which Awards may be earned is January 1, 2014 through December 31, 2016 (the “Performance Period”). 

Awards may be made after the initial grants of Awards are made (the “Follow On Awards”). Follow On Awards will be made using points
that are either reserved, or points cancelled in connection with a participant’s termination of employment, at any time during the Performance Period. Follow On Awards will be valued and any payments with respect to Follow On Awards will be
made as outlined in Sections IV and V of the Plan below. 
 Awards may be granted to participants (other than at the Senior Vice President
rank and above) by the Committee, in consultation with each participant’s direct supervising manager. Awards may be granted to participants at the Senior Vice President rank (and above, if applicable or equivalents) upon the recommendation of
the Committee and approval by the Compensation Committee of the PFI Board of Directors (the “Board”). 

  
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	IV.	Performance Measurement 

 Final Award values will be determined at the end of the
Performance Period based upon the following performance scaling based on annual “run rates”: 
  

	 	•	 	A threshold level ($130 Million) of Leveraging Opportunities “run rate” savings is required for the Plan to achieve a .5 Plan multiplier. There will be no Award payments if the “run rate” savings
fall below the $130 Million threshold level. 

  

	 	•	 	The Plan target Leveraging Opportunities “run rate” savings target of $165 Million is required to achieve a multiplier of 1.0. 


 

	 	•	 	The maximum Plan multiplier is 1.25 for Leveraging Opportunities “run rate” savings at $180 Million or higher. 

  

			
	 Plan Scaling

	 Leveraging Opportunities Annual “Run Rate”

Savings Achieved*
	  	Corresponding Plan Multiplier
	 Less than $130 Million
	  	0
	 $130 Million
	  	.50
	 $150 Million
	  	.80
	 $165 Million
	  	1.0
	 $180 Million or above
	  	1.25

  

	*	Plan multiplier levels will be interpolated based on this scale if Leveraging Opportunities “run rate” savings achieved falls between values noted. 


The Leveraging Opportunities recommendation areas that qualify as “run rate” savings in millions ($M) for this Plan are noted below.

  

					
	 Leveraging Opportunities Summary
Recommendations

	Recommendation	  	Description	  	Estimated Run-
Rate Benefit
($M)
	 Sourcing and

Procurement
	  	Heavily leverage and control buying power of $900 M through automation and central governance	  	$49 - $83
	 IT Testing center of

Excellence
	  	 Centralize the IT testing and sourcing

function at the enterprise level
	  	$3 - $9
	 IT Sourcing
	  	 Optimize staff ratios and establish

governance to optimize sourcing
	  	$16 - $40
	 Client Service and

Back Office
	  	 Centralize certain functions, increase

offshore sourcing and conduct process

improvements
	  	$32 - $46
	 Span of Control
	  	 Broaden spans of control through attrition

and org. design, moving closer to industry

best practices
	  	$8 - $11
	 Quick Wins
	  	 Recommendations that require limited

investment and produce a run-rate benefit

starting in 2013
	  	$32+
	 Totals
	  		  	$140 - $221

  

	*	Digital technology is an additional area in-scope under the Plan. 


  
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	V.	Final Valuation and Payment  

 In the calendar year following the end of the
Performance Period, after the final performance results are available, the Committee will determine the Leveraging Opportunities “run rate” savings achieved during the Performance Period, and based on this determination, approve the final
Plan multiplier (the “Final Valuation”). The determination of the Committee with regard to the Leveraging Opportunities “run rate” shall be final, binding and conclusive on all parties, including all Plan participants. 

Corporate Compensation will compute the individual payment for each participant based upon the number of points awarded to the participant, the
target value of the points awarded and the Plan multiplier approved by the Committee. When the amount to be paid each participant under the Plan has been computed, the Company, or an affiliate of the Company, will pay such amounts in a single sum to
participants who are on such entity’s active payroll on the date of payment. Payment of any amount due shall be made by March 15 of the calendar year following the end of the Performance Period. The rights, if any, of any employee who has
terminated employment with the Company or any of its affiliates are specified in Section VI. 
 Participants whose compensation is
customarily paid other than in U.S. dollars will receive payments in their home country currency through the home country payroll based on the prevailing exchange rates between the home country currency and the U.S. dollar at the time payments are
to be made. 
 A sample of a hypothetical calculation used to determine the Final Valuation is outlined as follows: 

Assumptions: 
  

	 	•	 	1,000 points under the Plan were awarded to the participant in this example. 

  

	 	•	 	The value of one point at target is $100 as noted in Section III above. 

  

	 	•	 	“Run rate” savings achieved over the Performance Period is $170 Million. This level of “run rate” savings produces a Plan multiplier of 1.0833 based upon an interpolation of its positioning between
$165 Million of “run rate” savings at target and the upper end of the scale of $180 Million as noted on the Plan scaling in Section IV above. 


  
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 Calculation of Final Valuation: 

Final Award value is determined in two steps: 
  

	 	1.	Multiply the final Plan multiplier of 1.0833 times the value of one point at target: $100 * 1.0833 = $108.33 to determine the final value of each point awarded. 


 

	 	2.	Multiply the number of points awarded, or 1,000 in this example, times the final point value: 1,000 * $108.33 = $108,330 


Final Award Value = $108,330 

Payments made under this Plan will not be considered in determining benefits or contribution amounts under any employee benefit plan of the
Company, its parent companies or their respective subsidiaries or affiliates (collectively referred to as “affiliates” or any member as an “affiliate”) unless such plan shall specifically provide for the inclusion of such amounts
in the computation of benefits or contribution amounts. 
  

	VI.	Termination of Employment  

 If a participant’s employment is terminated
prior to the payment of the Award, treatment of the Award will be as follows: 
  

	 	A.	Discharge, Competitive or Detrimental Conduct, and Voluntary Termination. If, prior to the payment of an Award, the participant (i) is separated from employment for Cause (defined below), as
determined by the Committee in its sole discretion, (ii) engages in any business that is directly or indirectly competitive with or detrimental to the interests of the Company, or any affiliate, as determined by the Committee in its sole
discretion, or (iii) resigns or otherwise terminates employment under circumstances not described in Section VI B-E below, the participant’s Award shall immediately be cancelled and the participant shall receive no payment in respect of
such Award. 

 The term “Cause” means, with respect to a participant, any of the following (as determined by the
Committee in its sole discretion): (i) dishonesty, fraud or misrepresentation, (ii) inability to obtain or retain appropriate licenses, (iii) violation of any rule or regulation of any regulatory agency or self-regulatory agency,
(iv) violation of any policy or rule of the Company or any of its affiliates, as applicable, (v) commission of a crime, (vi) breach by a participant of any written covenant or agreement with the Company or any of its affiliates, as
applicable, not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any of its affiliates, as applicable, or (vii) any act or omission detrimental to the conduct of the business of the Company or any
of its affiliates in any way. 

  
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	 	B.	Retirement. Subject to the last paragraph of this VI(B) and compliance with the conditions outlined below, if, prior to the payment of an Award (i) a participant’s employment terminates for any
reason other than for cause, as determined by the Committee, (ii) the participant has not engaged in any business that is directly or indirectly competitive with or detrimental to the interests of the Company, or any of its affiliates, as
determined by the Committee, and (iii) the participant qualifies either for early retirement or normal retirement under the terms and conditions of any defined benefit pension plan sponsored by the Company or any affiliate in which the
participant participates, or the participant meets the current definition of “Approved Retirement” as passed under the resolutions of the Compensation Committee of the Board (defined as of June 12, 2001 as a minimum of 55 years of age
and 5 years of service), the continuing employment condition of the participant’s Award will be waived as to the portion of such Award specified below. The portion of such Award as to which the continued employment condition shall be waived
shall equal the percentage determined by dividing (i) the number of full months (with a partial month worked counted as a full month if the participant is an active employee for 15 days or more in that month) in the Performance Period that the
participant was an active employee, by (ii) the number of full months (36) in the Performance Period (the “Partial Vesting Percentage”). The remaining portion of such participant’s Award shall be cancelled on the date of the
participant’s termination of employment without any right to payment. The amount of any payment to be made to the participant in respect of the portion of his or her Award that continues to be outstanding in accordance with this Section VI(B)
after the participant’s termination of employment will be calculated by multiplying (x) the Partial Vesting Percentage by (y) Final Value of the points awarded to the participant. Subject to Section VI(G) of the Plan, payment shall be
made to a participant who terminates employment due to retirement under this Section VI(B) at the same time that payments with respect to Awards are made to other participants who are active employees as set forth in Section IV. Payment of any
amount determined to be payable under this Section VI(B) shall be subject to the participant signing a General Release and Waiver (the “Release”) in a form satisfactory to the Company in its sole discretion. If the participant does not
execute a Release, such Award will be cancelled without any right to payment as of the retirement date. Notwithstanding a Participant’s eligibility to receive a payment as set forth above in this paragraph, the Company has the right to cancel
such Award (and any right of the participant to receive payment in respect thereof) if, prior to the payment of the Award, the participant (x) takes any action, that interferes with the relationship between the Company or any of its affiliates
and any of its employees, clients or agents, or that is intended to damage or does damage to the business or reputation of the Company or any affiliate or (y) engages in Detrimental Activity, as defined below. 


  
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 Detrimental Activity means (i) the disclosure of any trade secrets and/or confidential and
proprietary information of PFI, and/or any affiliate, their respective current and former officers, directors and employees; (ii) the making or soliciting of any comments, statements or the like to the media or others that may be considered to
be derogatory or detrimental to the good name or business reputation of any of the aforementioned parties or entities; (iii) failure to reasonably cooperate with respect to litigation or potential litigation; or (iv) directly or indirectly
soliciting, enticing, or inducing then current employees or clients of PFI and/or any affiliate to leave the employ of, or to move business from PFI or any affiliate. For this purpose, trade secrets and/or confidential and proprietary information
include but are not limited to the following: all non-public books, records, documents and information, whether written or not, pertaining to the business activities of PFI and/or any affiliate. The Committee will make the determination of whether a
participant has engaged in Detrimental Activity in its sole discretion. 
 Notwithstanding anything else in this Section VI(B) to the
contrary, the following provisions shall apply to any Award granted to a participant in the year of retirement: (i) if the participant has less than three full months of active service in the year of retirement, any Award received in that year
will be cancelled without any right to payment, and (ii) if the participant has at least three full months of active service in the year of retirement, once the three month threshold is met, any Award granted in that year will be pro-rated
based as outlined above in paragraph one of this Section VI(B). 
  

	 	C.	Death. If, prior to the payment of an Award, a participant dies, the continuing employment condition of the long-term incentive an Award will be waived as to the participant. In such case, the
participant’s estate will receive a distribution based upon the valuation procedures outlined in Section V(B). Any payment made pursuant to the immediately preceding sentence shall be made at the same time that payments with respect to Awards
are made to other participants who are active employees as set forth in Section IV. 

  

	 	D.	Disability. If, prior to the payment of an Award, a participant’s employment is terminated as a result of the participant’s inability to perform the basic requirements of his or her position due
to physical or mental incapacity and after the participant’s short-term disability benefits have expired under the terms of The Prudential Welfare Benefits Plan, the continuing employment condition of an Award will be waived as to the
participant. In such case, the participant will receive a payment of the amount determined to be payable in respect of the participant’s Award pursuant to the valuation procedures outlined in Section V(B) above. Any payment made pursuant to the
immediately preceding sentence shall be made at the same time that payments with respect to Awards are made to other participants who are active employees as set forth in Section IV. 


  
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	 	E.	Involuntary Termination of Employment. If, prior to the payment of an Award, a participant’s employment is terminated by reason of involuntary termination of employment for any reason other than those
described in Section VI(A)-(D) above, the continuing employment condition of an Award will be waived and the participant will receive a payment of the amount determined to be payable in respect of the participant’s Award pursuant to the
valuation procedures outlined in Section V(B) above. The participant will receive any distribution that is due under this Section VI(E), subject to the participant signing the Release. Subject to Section VI(G) of the Plan, any payment made pursuant
to the immediately preceding sentence shall be made at the same time that payments with respect to Awards are made to other participants who are active employees as set forth in Section IV. 


 

	 	F.	Transfer. If, prior to the payment of an Award, a participant is transferred to a role not eligible for the Leveraging Opportunities Long Term Incentive Plan, continued Prudential service will satisfy the
service requirements to receive payment of an Award under the Plan once the Final Valuation is determined. 

  

	 	G.	Six-Month Delay. Notwithstanding anything else contained in the Plan to the contrary, any payment with respect to an Award to a participant who, at the time of such payment, is a “specified
employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder shall not commence earlier than six months following the date on which such
participant’s termination of employment occurs. Any payment delayed in accordance with this Section VI(G) shall be made on the date immediately following the date of the six month anniversary of the participant’s termination from
employment. 

  

	VII.	Confidentiality, Covenant Not To Solicit 

  

	 	A.	 Confidentiality. Each Plan participant agrees that during the term of his or her employment with PFI (or any affiliate) and following
his or her separation from employment for any reason, that he or she will not directly, or indirectly, disclose to anyone outside PFI (or any affiliate) except with PFI’s (or an affiliate’s) prior written consent on a case-by-case basis,
any confidential or proprietary information concerning PFI (or any affiliate), including, but not limited to, trade secrets, other confidential business or financial information related to PFI or any of its affiliates, attorney work product and
attorney-client communications, 



  
 10 









	 	
information pertaining to the officers and employees of PFI and its affiliates and documents and data prepared in anticipation of or in the course of complaints, charges, investigations,
examinations or litigation in which PFI (or any affiliate) is involved (“Confidential Information”). Each participant also agrees that he or she will not make use of any Confidential Information for his or her own purposes or for the
benefit of anyone or any entity other than the Company (or any affiliate). 

  

	 	B.	Restrictions During Employment. Each Plan participant agrees that during the term of his or her employment with the Company (or any affiliate), he/she, other than on behalf of the Company (or any
affiliate), or as may otherwise be required in connection with the performance of his or her duties on behalf of the Company (or any affiliate), shall not solicit or induce, either directly or indirectly, or take any action to assist any successor
employer or any entity, either directly or indirectly, in soliciting or inducing any employee of the Company or any affiliate (other than his/her administrative assistant) to leave the employ of the Company (or any affiliate). Each Plan participant
understands that the Plan may give rise to conflicts of interest. To address such conflicts, procedures have been implemented to monitor the equitable treatment of all PFI clients. Each Plan participant agrees that he/she will follow PFI policies
and procedures and will not inappropriately favor certain PFI advisory clients over others. 

  

	 	C.	 Post-Employment Restrictions. In the event of a participant’s termination of employment with the Company (or any affiliate) for any
reason, each participant agrees that, for the remainder of the Performance Period or, if ending later, for a period of one year after the participant’s termination of employment, (i) he/she shall not directly or indirectly, solicit or
induce or take any action to assist any entity in soliciting or inducing any employee of the Company or any affiliate (other than his/her administrative assistant) to leave the employ of the Company or any affiliate, and (ii) he/she shall not,
directly or indirectly, hire, employ or otherwise engage the services of, or assist any other person in hiring, employing or engaging the services of any person who is an employee of the Company or any affiliate (other than the participant’s
administrative assistant), or was such an employee within the sixty (60) day period preceding the date that such individual commences services on behalf of the Plan participant or any other person who the participant assists in obtaining such
services. In addition, each participant agrees that, for the remainder of the Performance Period or, if ending later, for a period of one year after the participant’s termination of employment for any reason, he/she will not directly or
indirectly, for himself/herself or for any entity that competes with PFI or any of its affiliates, seek, sell or accept business from (i)



  
 11 









	 	
any person or entity to whom he/she sold or serviced or from whom he/she managed money while he/she was employed at PFI or any of its affiliates, or (ii) any prospective client from whom PFI
or any of its affiliates solicited business in which he/she was involved in any capacity during the two year period prior to the termination of employment with the Company (or any of its affiliates). 


 

	 	D.	Restrictions Separable and Divisible. Each Plan participant acknowledges that he/she is fully cognizant of the restrictions imposed by Section VII of this Plan. Each Plan participant and the Company (or
any affiliate) understand and intend that each such restriction by which the Plan participant becomes bound by reason of accepting participation in the Plan will be construed as separable and divisible from every other restriction, and that the
unenforceability, in whole or in part, of any restriction will not affect the enforceability of the remaining restrictions and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. No waiver
of any one breach of the restrictions contained herein will be deemed a waiver of any other breach. 

  

	 	E.	 Remedies. Each Plan participant agrees that the covenants in Section VII are fair, reasonable and necessary and are reasonably required
for the protection of the Company or any affiliate. Each Plan participant also agrees and acknowledges that the amount of damages that would derive from the breach of these covenants is not readily ascertainable and that the covenants contained
herein are a significant portion of the consideration that the Plan participant is conveying or has conveyed to the Company, or an affiliate, in consideration for the Award granted under the terms of this Plan. Accordingly, each Plan participant
agrees that, in the event that he/she breaches any of the covenants set forth in Section VII, (i) any vested or unvested Award granted under the terms of this Plan that have not yet been paid to the participant shall be cancelled immediately
and (ii) each Plan participant shall disgorge to the Company (or any affiliate) any payments made to him/her under the terms of this Plan (x) in the case of any breach occurring while the Plan participant is an employee of the Company or
any affiliate, within 12 months before the date of such breach, or at any time after the date of such breach, or (y) in the case of a breach occurring after the termination of employment, within 12 months of the date on which the employment of
the Plan participant with the Company terminates or at any time after the date of such termination. For avoidance of doubt, the payment referred to in the preceding sentence shall be equal to the gross value of payments made during the period
specified above, prior to any tax deductions. The participant shall pay any such amount to the Company within five (5) business days of the date the Company notifies him or her that it has become aware that a breach of the provisions of this




  
 12 









	 	
Section VII has occurred. If payment is not made within such period, any subsequent payment shall be made with interest equal to the prime rate as reported in The Wall Street Journal (Eastern
Edition) on the date on which notice of breach is sent by the Company, plus 2%. 

 Each Plan participant further acknowledges
and agrees that a breach by him or her of any of the covenants set forth in this Section would cause irreparable harm to the Company (or any affiliate), that the Company’s (or any affiliate’s) remedies at law in the event of such breach
would be inadequate, and that, accordingly, in the event of such breach, a restraining order or injunction or both may be issued against such Plan participant, in addition to any other rights and remedies at law or in equity which are available to
the Company (or any affiliate). Such remedies shall be and remain available to the Company (or any affiliate), regardless of whether the Plan participant has had his vesting rights cancelled and whether the participant has had to disgorge any prior
payments received hereunder pursuant to the terms of Section VII. Therefore, in addition to monetary damages and/or reasonable attorney’s fees, PFI (or any affiliate) shall have the right to seek injunctive and/or other equitable relief in any
court of competent jurisdiction to enforce any of the covenants in Section VII and enjoin the breach or threatened breach (without posting any bond or other security). Each Plan participant also consents to the issuance of a temporary restraining
order to maintain the status quo pending the outcome of any proceeding. 
  

	VIII.	Plan Funding  

 The Plan shall at all times be unfunded. The right of a
participant to receive payment under the Plan shall be an unsecured claim against the general assets of the Company, and neither the participant nor any other person shall have any rights in or against any specific assets of the Company or any of
its affiliates. The Company may establish a reserve of assets to provide funds for payments under the Plan. 
  

	IX.	Plan Administration 

 The Plan shall be administered by the Plan Administration
Committee (the “Committee”), that shall be comprised of: U.S Chief Operating Officer (or designee) and Head of PFI Compensation (or designee). The Committee shall administer the Plan in accordance with its terms and shall have the sole
discretion and authority necessary in the administration of the Plan including the authority to interpret the Plan, to make factual determinations under the Plan and to determine any question relating to Plan eligibility, entitlement to payments or
any participant’s allocations, and any and all questions regarding the nature of a participant’s termination of employment and the rights of such participant under the Plan in connection with such termination. Determinations and


  
 13 








 
decisions by the Committee, including any and all interpretations thereof, shall be final and binding on the Company, its affiliates, all affected employees, all affected participants, and all
other persons. The Committee shall also have the authority to recommend rules and procedures relating to the administration, operation and interpretation of the Plan, and to correct any defect or omission or reconcile any inconsistency in this Plan.

  

	X.	Revocation, Amendment, and Termination 

 This Plan may be revoked, amended,
suspended or terminated in whole or in part, by resolution of the Committee and by execution of a written instrument by the Chairman and CEO of PFI (or designee) and the U.S. Chief Operating Officer of PFI (or designee) in their sole discretion and
without notice to or the consent of any participant or employee. 
  

	XI.	Limitation On Liability 

 The liability of the Company or any affiliate under this
Plan is limited to the obligations expressly set forth in the Plan, and no term or provision of this Plan may be construed to impose any further or additional duties, obligations, or costs on the Company, an affiliate or the Committee not expressly
set forth in the Plan. 
  

	XII.	No Contract of Employment 

 The existence of this Plan, as in effect at any time
or from time to time, or any grant of Awards under the Plan shall not be deemed to constitute a contract of employment between PFI or any of its affiliates and any employee or participant, nor shall it constitute a right to remain in the employ of
PFI or any of its affiliates. Employment with PFI or any of its affiliates is employment-at-will and either party may terminate the participant’s employment at any time, for any reason, with or without cause or notice. 

 

	XIII.	No Right to Participate 

 No participant or other employee shall at any time have
a right to be selected for participation in the Plan, despite having been granted an Award under this Plan or having previously participated in an incentive or bonus plan of PFI or any of its affiliates. 

 

	XIV.	No Limitations on Corporate Actions 

 Nothing contained in this Plan shall be
construed to prevent PFI or any of its affiliates, from taking any corporate action which is deemed by it to be appropriate, or in its best interest, whether or not such action would have an adverse effect on this Plan, or any Awards made under this
Plan. No employee, beneficiary, or other person, shall have any claim against PFI or any of its affiliates, as a result of any such action. 

  
 14 









	XV.	Facilitation of Payments 

 Notwithstanding anything else in this Plan to the
contrary, in the event that a payment is due to a participant or former participant (or a beneficiary thereof) under this Plan and the recipient is a minor, mentally incompetent, or otherwise incapacitated, such payment shall be made to the
recipient’s legal representative, or guardian. If there is no such legal representative, or guardian, the Committee, in its sole discretion, may direct that payment be made to any person the Committee designates, by reason of a family
relationship, or otherwise. Upon such payment, for the benefit of the recipient, the Company and its affiliates shall be fully discharged of all obligations therefore. 
  

	XVI.	Addresses; Missing Recipients 

 A recipient of any payment under this Plan who is
not a current employee of PFI or any of its affiliates, shall have the obligation to inform the business of his or her current address, or other location to which payments are to be sent. PFI and its affiliates shall have no liability to such
recipient, or any other person, for any failure of such recipient, or person, to receive any payment if PFI (or an affiliate) sends such payment to the address provided by such recipient by first class mail, postage paid, or other comparable
delivery method. 
  

	XVII.	Taxes 

 PFI or any of its affiliates shall have the right to deduct from all
payments any federal, state, or local taxes or other obligations required by law to be withheld with respect to such payments. 
  

	XVIII.	Successors 

 All obligations of PFI under the Plan shall be binding upon and inure
to the benefit of any successor to PFI, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, demutualization or otherwise. If however, the Committee determines Section IV of this Plan is no
longer applicable under such successor to the Company, the value of the participant’s Award shall be calculated based on an estimation of the accrued value of such Award immediately preceding the successor of the Company. The rights, if any, of
any employee who has terminated employment with such successor, or transferred to another successor entity prior to the payment date are specified in Section VI. 

No cancellation, acceleration of vesting, cash settlement or other payment shall occur with respect to any outstanding Award if the Committee
reasonably determines in good faith that such Award shall be honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by a participant’s employer
(or the parent or an affiliate of such employer); provided that any such Alternative Award must: 

  
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 (a) provide such participant with rights and entitlements substantially equivalent to or better
than the rights, terms and conditions applicable under Award, including, but not limited to, an identical or better vesting schedule; 

(b) have substantially equivalent value to such Award (determined at the time such successor assumes control ); and 

(c) have terms and conditions which provide that in the event that the participant’s employment is involuntarily terminated for any
reason other than for Cause, the continuing employment condition of the Award shall be waived as to the participant, and the participant will be entitled to receive a distribution (the “Settlement Payment”) determined in accordance with
the otherwise applicable provisions of the Plan. 
  

	XIX.	Captions 

 The headings and captions appearing herein are inserted only as a
matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of the Plan. 
  

	XX.	Third Parties 

 Nothing express or implied in this Plan is intended or may be
construed to give any person other than eligible participants any rights or remedies under this Plan. 
  

	XXI.	Non-Alienation Provisions 

 Subject to the provisions of applicable law, no
interest of any person or entity in any Award, or right to receive any Award or any distribution or other benefit under the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest in any Award, or right to receive any Award or any distribution or any benefit under the Plan be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including (but not limited to) claims for alimony, support, separate maintenance and claims in bankruptcy proceedings. 
  

	XXII.	Section 409A of the Internal Revenue Code 

 Notwithstanding any provision of
the Plan to the contrary, no acceleration of the time or schedule of any payment under the Plan shall be allowed except to the extent permitted under Section 409A of the Code. 

  
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