AWARDS
(REGARDLESS OF THE TERMS UPON WHICH SUCH AWARDS WOULD OTHERWISE VEST) SHALL
BECOME FULLY VESTED, EXERCISABLE AND /OR DISTRIBUTABLE UPON THE EFFECTIVE DATE,
AND UNLESS THE HUMAN RESOURCES COMMITTEE OF THE BOARD, (OR SUCH OTHER COMMITTEE
OF THE BOARD TO WHICH THE BOARD SHALL HAVE DELEGATED AUTHORITY FOR SUCH
DECISION), AS CONSTITUTED IMMEDIATELY PRIOR TO A REORGANIZATION TRANSACTION (THE
"COMMITTEE"), DETERMINES IN ACCORDANCE WITH THE LTIP THAT NO EQUITY OR EQUITY
BASED AWARD SHALL BE SETTLED IN CASH, THE VALUE OF SUCH AWARDS WILL BE PAID TO
EXECUTIVE IN CASH. THE VALUE OF SUCH EQUITY PERFORMANCE AWARDS OR EQUITY SERVICE
AWARDS SHALL BE DETERMINED BASED ON THE PROCEEDS RECEIVED BY SHAREHOLDERS FOR A
SHARE OF PFG COMMON STOCK IN SUCH REORGANIZATION TRANSACTION (WITH ANY QUESTION
PERTAINING TO THE VALUE RECEIVED BY SHAREHOLDERS TO BE CONCLUSIVELY DETERMINED
BY THE BOARD OF PFG (OR ANY DULY AUTHORIZED COMMITTEE THEREOF), AS CONSTITUTED
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE.
3.4
UNFUNDED DEFERRED COMPENSATION. ON THE EFFECTIVE DATE, EXECUTIVE
SHALL BECOME FULLY VESTED IN ALL BENEFITS PREVIOUSLY ACCRUED UNDER ANY DEFERRED
COMPENSATION PLAN (INCLUDING ANY SERP AND DEFINED CONTRIBUTION EXCESS PLAN) THAT
IS NOT QUALIFIED UNDER SECTION 401(A) OF THE CODE. SUCH BENEFITS SHALL BE PAID
TO THE EXECUTIVE IN ACCORDANCE WITH THE DISTRIBUTION PROVISIONS OF THE
APPLICABLE PLAN AND ANY ELECTIONS AS TO THE FORM AND TIME OF DISTRIBUTIONS MADE
BY EXECUTIVE IN ACCORDANCE WITH THE TERMS OF SUCH PLAN (OR, IF NO SUCH ELECTIONS
SHALL BE EFFECTIVE, PURSUANT TO THE DEFAULT DISTRIBUTION PROVISIONS OF THE
APPLICABLE PLAN).
12
ARTICLE IV.
Termination of Employment
4.1
DISABILITY.
(A)
DURING THE EMPLOYMENT PERIOD, THE COMPANY MAY TERMINATE
EXECUTIVE'S EMPLOYMENT AT ANY TIME BECAUSE OF EXECUTIVE'S DISABILITY BY GIVING
EXECUTIVE OR HIS LEGAL REPRESENTATIVE, AS APPLICABLE, (I) WRITTEN NOTICE IN
ACCORDANCE WITH SECTION 11.7 OF THE COMPANY'S INTENTION TO TERMINATE EXECUTIVE'S
EMPLOYMENT PURSUANT TO THIS SECTION AND (II) A CERTIFICATION OF EXECUTIVE'S
DISABILITY BY A PHYSICIAN SELECTED IN ACCORDANCE WITH SUBSECTION (B) BELOW.
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE EFFECTIVE ON THE 30TH DAY AFTER
EXECUTIVE'S RECEIPT OF SUCH NOTICE (WHICH SUCH 30TH DAY SHALL BE DEEMED TO BE
THE DATE OF THE DISABILITY) UNLESS, BEFORE SUCH 30TH DAY, EXECUTIVE SHALL HAVE
RESUMED THE FULL-TIME PERFORMANCE OF EXECUTIVE'S DUTIES.
(B)
"DISABILITY" MEANS ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL
IMPAIRMENT THAT HAS LASTED FOR A CONTINUOUS PERIOD OF NOT LESS THAN SIX MONTHS
AND CAN BE EXPECTED TO BE PERMANENT OR OF INDEFINITE DURATION, AND THAT RENDERS
EXECUTIVE UNABLE TO PERFORM THE DUTIES REQUIRED UNDER THIS SUPPLEMENT IN THE
MEDICAL JUDGMENT OF A PHYSICIAN MUTUALLY SELECTED BY EXECUTIVE AND THE COMPANY.
IF EXECUTIVE AND THE COMPANY CANNOT AGREE ON THE PHYSICIAN TO BE SELECTED, EACH
SHALL DESIGNATE A PHYSICIAN, AND THE TWO PHYSICIANS THUS DESIGNATED SHALL SELECT
THE PHYSICIAN TO MAKE THE DISABILITY DETERMINATION.
4.2
DEATH. EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY UPON
EXECUTIVE'S DEATH DURING THE EMPLOYMENT PERIOD.
4.3
TERMINATION FOR CAUSE. DURING THE EMPLOYMENT PERIOD, THE COMPANIES
MAY TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE SOLELY IN ACCORDANCE WITH