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These excerpts taken from the PCG 10-K filed Feb 24, 2009. Change in
Control” means,
unless otherwise defined by the Participant’s Award Agreement or contract of
employment or service, the occurrence of any of the following:
(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, but excluding any benefit plan for Employees or any trustee, agent or other
fiduciary for any such plan acting in such person’s capacity as such fiduciary),
directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), of stock of the Company
representing twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding voting stock; or
(ii) during
any two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority of the Board, unless the election, or the nomination for election by
the shareholders of the Company, of each new Director was approved by a vote of
at least two-thirds (2/3) of the Directors then still in office who were
Directors at the beginning of the period; or
(iii) the
consummation of any consolidation or merger of the Company other than a merger
or consolidation which would result in the voting stock of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting stock of the surviving
entity or any parent of such surviving entity) at least seventy percent (70%) of
the Combined Voting Power of the Company, such surviving entity or the parent of
such surviving entity outstanding immediately after the merger or consolidation;
or
(iv) the
approval of the Shareholders of the Company of any (1) sale, lease, exchange or
other transfer (in one or a series of related transactions) of all or
substantially all of the assets of the Company, or (2) any plan or proposal for
the liquidation or dissolution of the Company.
For
purposes of paragraph (iii), the term Section 409A
Change in Control” means a “change in the
ownership or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation,” within the meaning of
Section 409A of the Code, as such definition applies to the
Company.
(ss) “ These excerpts taken from the PCG 10-K filed Feb 22, 2008. Change in
Control” means,
unless otherwise defined by the Participant’s Award Agreement or contract of
employment or service, the occurrence of any of the
following:
(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, but excluding any benefit plan for Employees or any trustee, agent or other
fiduciary for any such plan acting in such person’s capacity as such fiduciary),
directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), of stock of the Company
representing twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding voting stock; or
(ii) during
any two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute
at least a majority of the Board, unless the election, or the nomination for
election by the shareholders of the Company, of each new Director was approved
by a vote of at least two-thirds (2/3) of the Directors then still in office who
were Directors at the beginning of the period; or
(iii) the
consummation of any consolidation or merger of the Company other than a merger
or consolidation which would result in the voting stock of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting stock of the surviving
entity or any parent of such surviving entity) at least seventy percent (70%) of
the Combined Voting Power of the Company, such surviving entity or the parent of
such surviving entity outstanding immediately after the merger or consolidation;
or
(iv) the
approval of the Shareholders of the Company of any (1) sale, lease, exchange or
other transfer (in one or a series of related transactions) of all or
substantially all of the assets of the Company, or (2) any plan or proposal for
the liquidation or dissolution of the Company.
For
purposes of paragraph (iii), the term Change in Control” means, unless otherwise defined by the Participant’s Award Agreement or contract of employment or service, the occurrence of any of the following: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any benefit plan for Employees or any trustee, agent or other fiduciary for any such plan acting in such person’s capacity as such fiduciary), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), of stock of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting stock; or (ii) during any two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority of the Board, unless the election, or the nomination for election by the shareholders of the Company, of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of the period; or (iii) the consummation of any consolidation or merger of the Company other than a merger or consolidation which would result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity or any parent of such surviving entity) at least seventy percent (70%) of the Combined Voting Power of the Company, such surviving entity or the parent of such surviving entity outstanding immediately after the merger or consolidation; or (iv) the approval of the Shareholders of the Company of any (1) sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company, or (2) any plan or proposal for the liquidation or dissolution of the Company. For purposes of paragraph (iii), the term This excerpt taken from the PCG 10-K filed Feb 18, 2005. Section 15. Change of Control
Notwithstanding the foregoing, the phrase "Change of Control" shall not apply to any reorganization or merger initiated voluntarily by the Company in which the Company is the continuing surviving entity. For purposes of this Section 15(a), the Board of Directors of the Company, by a majority vote, shall have the power to determine on the basis of information known to them (a) the number of shares beneficially owned by any person, entity or group; (b) whether there exists an agreement, arrangement or understanding with another as to matters referred to in this Section 15(a); and (c) such other matters with respect to which a determination is necessary under this Section 15(a).
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