OF TITLE) AT ANY ORGANIZATION
THAT IS A SUCCESSOR OR INTEREST TO, OR THE DIRECT OR INDIRECT PARENT OF, ANY OF
THE COMPANIES.
2.50
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP,
JOINT VENTURE, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
ASSOCIATION, CORPORATION, INSTITUTION, PUBLIC BENEFIT CORPORATION, ENTITY OR
GOVERNMENT INSTRUMENTALITY, DIVISION, AGENCY, BODY OR DEPARTMENT.
2.51
"PFG" - SEE THE INTRODUCTORY PARAGRAPH TO THIS AGREEMENT.
2.52
"PLANS" MEANS PLANS, PROGRAMS, POLICIES, PRACTICES OR PROCEDURES OF
THE COMPANIES.
2.53
"PRE-CHANGE OF CONTROL EVENT" MEANS THE OCCURRENCE OF ANY ONE OR
MORE OF THE FOLLOWING: (I) THE COMMENCEMENT OF A TENDER OFFER FOR VOTING
SECURITIES OF PFG, CONSUMMATION OF WHICH WOULD RESULT IN A SEC PERSON BECOMING A
40% OWNER; (II) A PROXY SOLICITATION OR CONTEST FOR THE ELECTION OF ONE OR MORE
BOARD 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.
2.54
"PRO-RATA ANNUAL BONUS" MEANS AN AMOUNT EQUAL TO THE PRODUCT OF
EXECUTIVE'S TARGET ANNUAL BONUS (FOR THE FISCAL YEAR IN WHICH THE EFFECTIVE DATE
OR TERMINATION DATE OCCURS, AS APPLICABLE, BUT DISREGARDING ANY REDUCTION IN
SUCH TARGET ANNUAL BONUS THAT WOULD QUALIFY AS A GOOD REASON IF EXECUTIVE WERE
TO TERMINATE EMPLOYMENT ON ACCOUNT THEREOF) MULTIPLIED BY A FRACTION, THE
NUMERATOR OF WHICH EQUALS THE NUMBER OF DAYS FROM AND INCLUDING THE FIRST DAY OF
SUCH FISCAL YEAR THROUGH AND INCLUDING THE EFFECTIVE DATE OR TERMINATION DATE,
AS APPLICABLE AND THE DENOMINATOR OF WHICH EQUALS 365 (THE "BONUS PRO-RATION
FRACTION").
2.55
"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.
2.56
"QUALIFIED PLAN" MEANS A PLAN THAT IS QUALIFIED UNDER SECTION
401(A) OF THE CODE.
2.57
"REFUND CLAIM" - SEE SECTION 6.4.
2.58
"REORGANIZATION TRANSACTION" - SEE CLAUSE (C) OF THE DEFINITION OF
"CHANGE