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
"ANNUAL BONUS" - SEE SECTION 3.2(B).
2.8
"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.
2.9
"ARTICLE" MEANS AN ARTICLE OF THIS SUPPLEMENT.
2.10
"BASE SALARY" - SEE SECTION 3.2(A).
2.11
"BENEFICIAL OWNER" MEANS SUCH TERM AS DEFINED IN RULE 13D-3 OF THE
SEC UNDER THE EXCHANGE ACT.
2.12
"BENEFICIARY" - SEE SECTION 11.3.
2.13
"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.
2.14
"BONUS PRO-RATION FRACTION" - SEE THE DEFINITION OF PRO-RATED BONUS.
2.15
"CAUSE" - SEE SECTION 4.3.
2.16
"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
3
SECURITIES OF THE SURVIVING CORPORATION, IN SUBSTANTIALLY THE SAME RESPECTIVE
PROPORTIONS AS SUCH PERSONS' OWNERSHIP OF THE COMMON STOCK AND VOTING SECURITIES
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 Supplement, a Change of Control shall not be deemed to have occurred for
purposes of this Supplement, with respect to Executive if, in advance of such
event, Executive agrees in writing that such event shall not constitute a Change
of Control.
2.17
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
2.18
"COMPANY" - SEE THE INTRODUCTORY PARAGRAPH TO THIS SUPPLEMENT.
2.19
"COMPANY CERTIFICATE" - SEE SECTION 6.4(A).
2.20
"COMPETITIVE BUSINESS"