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This excerpt taken from the PCG 10-K filed Feb 24, 2009. Settlement of
Restricted Stock Unit Award. Settlement of the shares credited
to a Nonemployee Director’s Restricted Stock Unit account shall be made as to
all shares of Stock covered by the Restricted Stock Unit upon the earliest of
(i) the Nonemployee Director’s Separation from Service due to Mandatory
Retirement, (ii) the Nonemployee Director’s Separation from Service after five
years of continuous service on the Board (“Director Retirement”), (iii) the
Nonemployee Director’s death, (iv) the Nonemployee Directors Disability (within
the meaning of Section 409A of the Code), (v) a Change in Control that also
constitutes a Section 409A Change in Control and (vi) the Nonemployee Director’s
Separation from Service following a Change in Control. Settlement
shall be made only in the form of shares of Stock equal to the number of
Restricted Stock Units credited to the Nonemployee Director’s account on the
date of distribution, rounded down to the nearest whole share. In the
event of a distribution pursuant to Section 7(c)(iii) or 7(c)(iv), the
Nonemployee Director shall receive the Stock in a lump sum distribution at the
time of the applicable distribution event. In the case of Sections
7(c)(i), 7(c)(ii), 7(c)(v) and 7(c)(vi), the Nonemployee Director shall receive
the Stock in a lump sum distribution in January of the year following the year
in which the applicable distribution event occurs; provided, however, that the
Nonemployee Director may elect, no later than December 31 of the calendar year
prior the date of grant of the Restricted Stock Unit (or such later time
permitted by Section 409A), (1) to receive a series of ten or less approximately
equal
annual installments commencing no later than January of the year following the
year in
17
which the
applicable distribution event occurred (such election to apply to all such
distribution events) or (2) to instead receive a lump sum at the time that the
applicable distribution event occurs (such election to apply to all such
distribution events).
7.5 These excerpts taken from the PCG 10-K filed Feb 22, 2008. Settlement of
Restricted Stock Unit Award. Settlement of the shares credited
to a Nonemployee Director’s Restricted Stock Unit account shall only be made (a)
after the Nonemployee Director’s Mandatory Retirement from the Board, (b) if the
Director ceases to be a member of the Board of Directors after five years of
continuous service on the Board (“Director Retirement”), or (c) as provided in
Section 7.5 below. Settlement shall be made only in the form of
shares of Stock equal to the number of Restricted Stock Units credited to the
Nonemployee Director’s account on the date of distribution, rounded down to the
nearest whole share. The Nonemployee Director may elect to receive
the Stock in a lump sum distribution or in a series of ten or less approximately
equal annual installments, provided that distribution shall commence no later
than January of the year following the year in which the Nonemployee Director’s
Director Retirement or Mandatory Retirement occurred.
7.5 Settlement of Restricted Stock Unit Award. Settlement of the shares credited to a Nonemployee Director’s Restricted Stock Unit account shall only be made (a) after the Nonemployee Director’s Mandatory Retirement from the Board, (b) if the Director ceases to be a member of the Board of Directors after five years of continuous service on the Board (“Director Retirement”), or (c) as provided in Section 7.5 below. Settlement shall be made only in the form of shares of Stock equal to the number of Restricted Stock Units credited to the Nonemployee Director’s account on the date of distribution, rounded down to the nearest whole share. The Nonemployee Director may elect to receive the Stock in a lump sum distribution or in a series of ten or less approximately equal annual installments, provided that distribution shall commence no later than January of the year following the year in which the Nonemployee Director’s Director Retirement or Mandatory Retirement occurred. 7.5 | EXCERPTS ON THIS PAGE:
RELATED TOPICS for PCG: |
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