OF PFG IMMEDIATELY BEFORE SUCH REORGANIZATION TRANSACTION; OR
(D)
APPROVAL BY PFG'S STOCKHOLDERS AND CONSUMMATION OF A PLAN OR
AGREEMENT FOR THE SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE
CONSOLIDATED ASSETS OF PFG OR A PLAN OF LIQUIDATION OF PFG.
Notwithstanding the occurrence of any of the foregoing events, for purposes of
this Agreement, a Change of Control shall not be deemed to have occurred for
purposes of this Agreement, with respect to Executive if, in advance of such
event, Executive agrees in writing that such event shall not constitute a Change
of Control.
2.18
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
2.19
"COMPANY" - SEE THE INTRODUCTORY PARAGRAPH TO THIS AGREEMENT.
2.20
"COMPANY CERTIFICATE" - SEE SECTION 6.4(A).
2.21
"COMPETITIVE BUSINESS" MEANS AS OF ANY DATE (INCLUDING DURING THE
ONE-YEAR PERIOD COMMENCING ON THE TERMINATION DATE) ANY PERSON (AND ANY BRANCH,
OFFICE OR OPERATION THEREOF) THAT ENGAGES IN, OR PROPOSES TO ENGAGE IN:
(A)
THE UNDERWRITING, REINSURANCE, MARKETING OR SALE OF (I) ANY FORM
OF INSURANCE OF ANY KIND THAT ANY OF THE COMPANIES AS OF SUCH DATE DOES, OR HAS
UNDER ACTIVE CONSIDERATION A PROPOSAL TO, UNDERWRITE, REINSURE, MARKET OR SELL
(ANY SUCH FORM OF INSURANCE, A "COMPANY INSURANCE PRODUCT" OR (II) ANY OTHER
FORM OF INSURANCE THAT IS MARKETED OR SOLD IN COMPETITION WITH ANY COMPANY
INSURANCE PRODUCT, OR
(B)
THE SALE OF FINANCIAL SERVICES WHICH INVOLVE (I) THE MANAGEMENT,
FOR A FEE OR OTHER REMUNERATION, OF AN INVESTMENT ACCOUNT OR FUND (OR PORTIONS
THEREOF OR A GROUP OF INVESTMENT ACCOUNTS OR FUNDS), (II) THE GIVING OF ADVICE,
FOR A FEE OR OTHER REMUNERATION, WITH RESPECT TO THE INVESTMENT AND/OR
REINVESTMENT OF ASSETS OR FUNDS (OR ANY GROUP OF ASSETS OR FUNDS), OR
(III) FINANCIAL PLANNING SERVICES IN CONNECTION WITH THE SALE OF FINANCIAL
SERVICES, OR
(C)
THE DESIGN, IMPLEMENTATION AND ADMINISTRATION OF EMPLOYEE BENEFIT
PLANS, INCLUDING PLAN DOCUMENTS, EMPLOYEE COMMUNICATIONS, REPORTING, DISCLOSURE,
FINANCIAL ADVICE, INVESTMENT ADVICE, AND FIDUCIARY SERVICES, OR
(D)
ANY OTHER BUSINESS THAT AS OF SUCH DATE IS A DIRECT AND MATERIAL
COMPETITOR OF A COMPANY AND ITS AFFILIATES TO THE EXTENT THAT PRIOR TO THE DATE
OF DETERMINATION (OR, IF EARLIER, EXECUTIVE'S TERMINATION DATE) ANY OF THE
COMPANIES OR ITS AFFILIATES ENGAGED AT ANY TIME WITHIN 12 MONTHS IN OR HAD UNDER
ACTIVE CONSIDERATION A PROPOSAL TO ENGAGE IN SUCH COMPETITIVE BUSINESS;
and that is located anywhere in the United States or anywhere outside of the
United States where such Company or its Affiliates is then engaged in, or has
under active consideration a proposal to engage in, any of such activities.
4
2.22
"CURRENT OBLIGATIONS" MEANS THE SUM OF THE AMOUNTS OF EXECUTIVE'S
ACCRUED ANNUAL BONUS, ACCRUED BASE SALARY, ACCRUED LTIP BONUS AND ANY ACCRUED
BUT UNPAID PAID TIME OFF; PROVIDED THAT, IF ANY AMOUNT THAT WOULD OTHERWISE BE
TREATED AS A CURRENT OBLIGATION WOULD, IF PAID WHEN SPECIFIED HEREUNDER,
CONSTITUTE DEFERRED COMPENSATION WITHIN THE MEANING OF SECTION 409A OF THE CODE,
SUCH AMOUNT