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This excerpt taken from the PCG 10-K filed Feb 24, 2009. Establishment of Deferred
Compensation Award Programs. This Section 12 shall not be effective unless and until the
Committee determines to establish a program pursuant to this
Section. The Committee, in its discretion and upon such terms and
conditions as it may determine, may establish one or more programs pursuant to
the Plan under which:
(a) Participants
designated by the Committee who are Insiders or otherwise among a select group
of highly compensated Employees may irrevocably elect, prior to a date specified
by the Committee, to reduce such Participant’s compensation otherwise payable in
cash (subject
to any minimum or maximum reductions imposed by the Committee) and to be granted
27
automatically
at such time or times as specified by the Committee one or more Awards of Stock
Units with respect to such numbers of shares of Stock as determined in
accordance with the rules of the program established by the Committee and having
such other terms and conditions as established by the
Committee.
(b) Participants
designated by the Committee who are Insiders or otherwise among a select group
of highly compensated Employees may irrevocably elect, prior to a date specified
by the Committee, to be granted automatically an Award of Stock Units with
respect to such number of shares of Stock and upon such other terms and
conditions as established by the Committee in lieu of cash or shares of Stock
otherwise issuable to such Participant upon the settlement of a Performance
Award or Performance Unit.
12.2 These excerpts taken from the PCG 10-K filed Feb 22, 2008. Establishment of Deferred
Compensation Award Programs. This Section 12 shall not be effective unless and
until the Committee determines to establish a program pursuant to this
Section. The Committee, in its discretion and upon such terms and
conditions as it may determine, may establish one or more programs pursuant to
the Plan under which:
26
(a) Participants
designated by the Committee who are Insiders or otherwise among a select group
of highly compensated Employees may irrevocably elect, prior to a date specified
by the Committee, to reduce such Participant’s compensation otherwise payable in
cash (subject to any minimum or maximum reductions imposed by the Committee) and
to be granted automatically at such time or times as specified by the Committee
one or more Awards of Stock Units with respect to such numbers of shares of
Stock as determined in accordance with the rules of the program established by
the Committee and having such other terms and conditions as established by the
Committee.
(b) Participants
designated by the Committee who are Insiders or otherwise among a select group
of highly compensated Employees may irrevocably elect, prior to a date specified
by the Committee, to be granted automatically an Award of Stock Units with
respect to such number of shares of Stock and upon such other terms and
conditions as established by the Committee in lieu of:
(i) shares of
Stock otherwise issuable to such Participant upon the exercise of an
Option;
(ii) cash or
shares of Stock otherwise issuable to such Participant upon the exercise of an
SAR; or
(iii) cash or
shares of Stock otherwise issuable to such Participant upon the settlement of a
Performance Award or Performance Unit.
12.2 Establishment of Deferred Compensation Award Programs. This Section 12 shall not be effective unless and until the Committee determines to establish a program pursuant to this Section. The Committee, in its discretion and upon such terms and conditions as it may determine, may establish one or more programs pursuant to the Plan under which: 26 (a) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to reduce such Participant’s compensation otherwise payable in cash (subject to any minimum or maximum reductions imposed by the Committee) and to be granted automatically at such time or times as specified by the Committee one or more Awards of Stock Units with respect to such numbers of shares of Stock as determined in accordance with the rules of the program established by the Committee and having such other terms and conditions as established by the Committee. (b) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to be granted automatically an Award of Stock Units with respect to such number of shares of Stock and upon such other terms and conditions as established by the Committee in lieu of: (i) shares of Stock otherwise issuable to such Participant upon the exercise of an Option; (ii) cash or shares of Stock otherwise issuable to such Participant upon the exercise of an SAR; or (iii) cash or shares of Stock otherwise issuable to such Participant upon the settlement of a Performance Award or Performance Unit. 12.2 | EXCERPTS ON THIS PAGE:
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