MEMBERS COMMENCED BY A PERSON OTHER THAN PFG; (III) ONE OF THE COMPANIES
ENTERS INTO AN AGREEMENT THE CONSUMMATION OF WHICH WOULD CONSTITUTE A
REORGANIZATION TRANSACTION OR WOULD OTHERWISE RESULT IN A CHANGE OF CONTROL; OR
(IV) ANY OTHER EVENT, TRANSACTION OR OCCURRENCE THAT THE BOARD DECLARES TO BE A
PRE-CHANGE OF CONTROL EVENT.
2.53
"PRO-RATA ANNUAL BONUS" MEANS AN AMOUNT EQUAL TO THE PRODUCT OF (X)
A FRACTION, THE NUMERATOR OF WHICH EQUALS THE NUMBER OF DAYS FROM AND INCLUDING
THE FIRST DAY OF SUCH FISCAL YEAR THROUGH AND INCLUDING SUCH TERMINATION DATE
AND THE DENOMINATOR OF WHICH EQUALS 365 (THE "BONUS PRO-RATION FRACTION") AND
(Y) EXECUTIVE'S TARGET ANNUAL BONUS FOR THE FISCAL YEAR IN WHICH EXECUTIVE'S
TERMINATION DATE OCCURS, BUT DISREGARDING ANY REDUCTION IN SUCH TARGET ANNUAL
BONUS THAT WOULD QUALIFY AS GOOD REASON IF EXECUTIVE WERE TO TERMINATE
EMPLOYMENT ON ACCOUNT THEREOF.
2.54
"PRO-RATA LTIP BONUS" MEANS AN AMOUNT EQUAL TO THE SUM OF THE
FOLLOWING AMOUNTS, CALCULATED SEPARATELY FOR EACH LTIP AWARD FOR WHICH THE LTIP
PERFORMANCE PERIOD HAS NOT ENDED AS OF EXECUTIVE'S TERMINATION DATE, AS
APPLICABLE:
(A)
FOR ANY LTIP AWARD THAT WAS GRANTED IN THE FISCAL YEAR IN WHICH THE
TERMINATION DATE OCCURS AN AMOUNT CALCULATED BY MULTIPLYING THE LTIP TARGET
AWARD FOR SUCH LTIP AWARD BY A FRACTION, THE NUMERATOR OF WHICH EQUALS THE
NUMBER OF DAYS FROM AND INCLUDING THE BEGINNING OF THE LTIP PERFORMANCE PERIOD
APPLICABLE TO SUCH LTIP
7
TARGET AWARD THROUGH AND INCLUDING THE TERMINATION DATE AND THE DENOMINATOR OF
WHICH IS 365.
(B) FOR ANY OTHER LTIP AWARD NOT DESCRIBED IN SUBSECTION (A) ABOVE OF THIS
DEFINITION, THE AMOUNT THAT WOULD BE PAYABLE THEREUNDER BASED ON ACTUAL
PERFORMANCE THROUGH THE MOST RECENT DATE AS OF WHICH THE ACHIEVEMENT OF THE
PERFORMANCE CRITERIA CAN REASONABLY BE MEASURED, PROJECTED OUT UNTIL THE END OF
THE STATED PERFORMANCE PERIOD], ASSUMING THAT SUCH MOST RECENT MEASUREMENT DATE
WAS THE END OF THE APPLICABLE PERFORMANCE PERIOD.
2.55
"QUALIFIED PLAN" MEANS A PLAN THAT IS QUALIFIED UNDER SECTION
401(A) OF THE CODE.
2.56
"REFUND CLAIM" - SEE SECTION 6.4.
2.57
"REORGANIZATION TRANSACTION" - SEE CLAUSE (C) OF THE DEFINITION OF
"CHANGE OF CONTROL."
2.58
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
2.59
"SEC PERSON" MEANS ANY PERSON (AS SUCH TERM IS USED IN RULE 13D-5
OF THE SEC UNDER THE EXCHANGE ACT) OR GROUP (AS SUCH TERM IS DEFINED IN SECTIONS
3(A)(9) AND 13(D)(3) OF THE EXCHANGE ACT), OTHER THAN AN AFFILIATE OF ANY
COMPANY OR ANY EMPLOYEE BENEFIT PLAN (OR ANY RELATED TRUST) OF
PFG OR ANY OF
ITS AFFILIATES.
2.60
"SECTION" MEANS, UNLESS THE CONTEXT OTHERWISE REQUIRES, A SECTION
OF THIS SUPPLEMENT.
2.61
"SERP" MEANS A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THAT IS NOT
QUALIFIED UNDER SECTION 401(A) OF THE CODE, INCLUDING THE SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN FOR EMPLOYEES (OR ANY SUCCESSOR PLAN).
2.62
"SUPPLEMENT DATE" - SEE THE INTRODUCTORY PARAGRAPH OF THIS
SUPPLEMENT.
2.63
"SUPPLEMENT TERM" -SEE SECTION 1.2.
2.64
"SURVIVING CORPORATION" MEANS THE CORPORATION RESULTING FROM A