This excerpt taken from the FST 8-K filed Sep 30, 2008.
Section 13.1. Definitions. For the purposes of this Article XIII:
(a) Damages means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading.
This excerpt taken from the FST 10-K filed Mar 16, 2006.
The following terms used in the Plan shall have the meanings set forth below:
(a) "Affiliate" means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.
(b) "Beneficiary" shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if any, under the Plan upon such Participant's death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Change in Control" shall mean any of the following:
(i) Change in Ownership. Any one person, or more than one person acting as a group (as defined in Section 2(d)(iv), below), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one person acting as a group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a change in the ownership of the Company (or to cause a change in the effective control of the Company, within the meaning of Section 2(d)(ii)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for this purpose.
(ii) Change in Effective Control. Either (a) any one person, or more than one person acting as a group (as determined under Section 2(d)(iv)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company, or (b) a majority of members of the Company's board of directors resigns or is otherwise replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's board of directors prior to the date of the appointment or election;
(iii) Change in Ownership of a Substantial Portion of Assets. Any one person, or more than one person acting as a group (as determined under Section 2(d)(iv)), acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, there is no Change in Control under this Section 2(d)(iii) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation.
(iv) Persons Acting as a Group. For the purposes of this Section 2(d), persons will be not be considered to be acting as a group solely because they purchase or own stock, or purchase assets, of the Company at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are the owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the Company. If a person, including an entity, owns stock in such a corporation and in the Company at a time that both of the Companies enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to, and to the extent of, the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
(v) Attribution. For purposes of this Section 2(d), the attribution rules of Section 318 of the Code shall apply to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option shall not be considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulations Sections 1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.
(vi) Interpretation under Code Section 409A. The definition of Change in Control under this Section 2(d) is intended to comply with applicable definitions and requirements of Code Section 409A(a)(1)(B)(2)(v) and Internal Revenue Service Notice 2005-1, Q&A 11-14, and proposed Treasury Regulations Section 1.409A-3(g)(5), and shall be interpreted consistently therewith. Furthermore, to the extent that further Internal Revenue Service guidance, including notices, rulings, regulations, etc., are issued subsequent to such Notice 2005-1 and proposed Treasury Regulations and modify the applicable change in control event definitions and requirements, the definition herein of Change in Control shall be deemed to have been modified accordingly as of the effective date of such change as set forth in such guidance.
(e) "Claimant" shall have the meaning set forth in Section 9(a).
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Compensation Committee appointed by the Board.
(h) "Company" shall mean Forest Oil Corporation, any successor to all or a major portion of the Company's assets or business that assumes the obligations of the Company, and any other corporation or unincorporated trade or business that has adopted the Plan with the approval of the Company, and is a member of the same controlled group of corporations or the same group of trades or businesses under common control (within the meaning of Code sections 414(b) and 414(c)) as the Company, or an affiliated service group (as defined in Code section 414(m)) which includes the Company, or any other entity required to be aggregated with the Company pursuant
to regulations under Code sections 414(o) and 409A or any other affiliated entity that is designated by the Company as eligible to adopt the Plan..
(i) "Deferral Account" shall mean the recordkeeping account established and maintained by the Company in the name of a Participant as provided in Section 4(b) for deferrals made by a Participant pursuant to a Deferral Election.
(j) "Deferral Amount" shall mean the amount of unvested restricted stock, compensatory options and/or cash compensation and bonus amounts deferred pursuant to a Deferral Election; provided, however, that the Deferral Amount of each Participant on any given Deferral Election shall be reasonably expected to result in a deferral of at least $10,000 or such other amount as the Committee shall specify from time to time.
(k) "Deferral Election" shall mean an election form executed by the Participant (as may be revised from time to time with respect to any one or more Participants, consistent with the Plan, by or at the direction of the Company's president and chief executive officer, chief financial officer or chief legal officer), whereby the Participant (i) makes an advance election to defer compensation such Participant would otherwise be entitled to receive with respect to unvested restricted stock, compensatory options and/or in cash from the Company during the following calendar year, including an amount or percentage of compensation to be deferred, (ii) specifies a schedule according to which the Participant will receive payout of his deferred compensation and (iii) makes such other elections as are permitted and provides such other information as is required under the Plan.
(l) "Disabled" or "Disability" refers to a Participant who:
(i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer.
This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(C).
(m) "Election Date" shall mean December 31, 2005.
(n) "Fair Market Value" shall mean, on a given date of valuation, (i) with respect to any mutual fund, the closing net asset value as reported in The Wall Street Journal with respect to the date of valuation and (ii) with respect to a security traded on a national securities exchange or the NASDAQ National Market, the closing price on the date of valuation as reported in The Wall Street Journal.
(o) "Hypothetical Investments" shall have the meaning set forth in Section 4(c).
(p) "Manager" shall have the meaning set forth in Section 4(c).
(q) "Observer" shall have the meaning set forth in Section 3(a).
(r) "Officers" shall have the meaning set forth in Section 8(b)(ii).
(s) "Participant" shall mean a present or former employee or director of the Company who is participating in this Plan and any other present or former employee or director designated from time to time by the Committee.
(t) "Pay Day" shall mean, for each Participant, the day on which the Company is required, by the terms of the applicable Deferral Election form or any other agreement between the Participant and the Company, to make a payment of cash or other compensation, which such Participant defers under this Plan.
(u) "Plan" shall mean this Forest Oil Corporation 2005 Salary Deferral Compensation Plan.
(v) "Plan Effective Date" shall mean December 31, 2004.
(w) "Released Party" shall have the meaning set forth in Section 8(b)(iii).
(x) "Separation from Service" means the cessation of an Employee's service with the Company, other than by death or becoming Disabled. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).
(y) "Specified Employee" means a key employee, as described in Code Section 416(i), without regard to paragraph (5) thereof, of the Company for so long as any of its stock is publicly traded on an established securities market or otherwise.
This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).
(z) "Trust" shall mean any trust or trusts established or designated by the Company pursuant to Section 5(a) to hold assets in connection with the Plan.
(aa) "Trustee" shall have the meaning set forth in Section 5(a).
(bb) "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii).
These excerpts taken from the FST 10-Q filed Nov 9, 2005.