TO
EXECUTIVE'S TERMINATION DATE.
2.3
"ACCRUED BASE SALARY" MEANS THE AMOUNT OF EXECUTIVE'S BASE SALARY
THAT IS ACCRUED BUT NOT YET PAID AS OF THE TERMINATION DATE.
2.4
"ACCRUED LTIP BONUS" MEANS THE AMOUNT OF ANY LTIP BONUS EARNED BUT
NOT PAID ON OR PRIOR TO EXECUTIVE'S TERMINATION DATE.
2.5
"ACCRUED OBLIGATIONS" MEANS, AS OF ANY DATE, EXECUTIVE'S CURRENT
OBLIGATIONS AND ANY OTHER AMOUNTS AND BENEFITS WHICH ARE THEN DUE TO BE PAID OR
PROVIDED TO EXECUTIVE BY
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THE COMPANY, BUT HAVE NOT YET BEEN PAID OR PROVIDED (AS APPLICABLE), INCLUDING,
WITHOUT LIMITATION, AMOUNTS EARNED BUT DEFERRED UNDER THE LTPP.
2.6
"AFFILIATE" OF ANY PERSON MEANS ANY OTHER PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE
FIRST PERSON. FOR PURPOSES OF THIS DEFINITION THE TERM "CONTROL" WITH RESPECT TO
ANY PERSON MEANS THE POWER TO DIRECT OR CAUSE THE DIRECTION OF MANAGEMENT OR
POLICIES OF SUCH PERSON, DIRECTLY OR INDIRECTLY, WHETHER THROUGH THE OWNERSHIP
OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
2.7
"AGREEMENT DATE" - SEE THE INTRODUCTORY PARAGRAPH OF THIS
AGREEMENT.
2.8
"ANNUAL BONUS" - SEE SECTION 3.2(B).
2.9
"ANNUAL PERFORMANCE PERIOD" MEANS THE CALENDAR YEAR OR ANY OTHER
PERIOD OF TIME NOT GREATER THAN 12 MONTHS SPECIFICALLY DESIGNATED AS THE
APPLICABLE ANNUAL PERFORMANCE PERIOD IN ACCORDANCE WITH ANY ANNUAL BONUS
ARRANGEMENT APPLICABLE TO EXECUTIVE.
2.10
"ARTICLE" MEANS AN ARTICLE OF THIS AGREEMENT.
2.11
"BASE SALARY" - SEE SECTION 3.2(A).
2.12
"BENEFICIAL OWNER" MEANS SUCH TERM AS DEFINED IN RULE 13D-3 OF THE
SEC UNDER THE EXCHANGE ACT.
2.13
"BENEFICIARY" - SEE SECTION 11.3.
2.14
"BOARD" MEANS THE BOARD OF DIRECTORS OF PFG OR, FROM AND AFTER THE
EFFECTIVE DATE OF A REORGANIZATION TRANSACTION, THE BOARD OF DIRECTORS OF THE
SURVIVING CORPORATION.
2.15
"BONUS PRO-RATION FRACTION" - SEE THE DEFINITION OF PRO-RATA ANNUAL
BONUS.
2.16
"CAUSE" - SEE SECTION 4.3.
2.17
"CHANGE OF CONTROL" MEANS, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING:
(A)
ANY SEC PERSON BECOMES THE BENEFICIAL OWNER OF 40% OR MORE OF THE
COMMON STOCK OR OF VOTING SECURITIES REPRESENTING 40% OR MORE OF THE COMBINED
VOTING POWER OF ALL VOTING SECURITIES OF PFG (SUCH AN SEC PERSON, A "40%
OWNER"); OR
(B)
THE PFG INCUMBENT DIRECTORS CEASE FOR ANY REASON TO CONSTITUTE AT
LEAST A MAJORITY OF THE BOARD;
(C)
CONSUMMATION OF A MERGER, REORGANIZATION, CONSOLIDATION, OR
SIMILAR TRANSACTION (ANY OF THE FOREGOING, A "REORGANIZATION TRANSACTION") WHERE
THE PERSONS WHO WERE THE DIRECT OR INDIRECT OWNERS OF THE OUTSTANDING COMMON
STOCK AND VOTING SECURITIES OF PFG IMMEDIATELY BEFORE SUCH REORGANIZATION
TRANSACTION ARE NOT OR DO NOT BECOME, IMMEDIATELY AFTER THE CONSUMMATION OF SUCH
REORGANIZATION TRANSACTION, THE DIRECT OR INDIRECT OWNERS OF 60% OF EACH OF (I)
THE THEN-OUTSTANDING COMMON STOCK OF THE SURVIVING CORPORATION AND (II) THE
COMBINED VOTING POWER OF THE THEN-OUTSTANDING VOTING
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SECURITIES OF THE SURVIVING CORPORATION, IN SUBSTANTIALLY THE SAME RESPECTIVE
PROPORTIONS AS SUCH PERSONS' OWNERSHIP OF THE COMMON STOCK AND VOTING SECURITIES