|
|
 | | | |
- close
- close
- close
- close
| |||||||||
These excerpts taken from the PCG 10-K filed Feb 24, 2009. Voting Rights, Dividend Equivalent
Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Performance
Share
24
Awards
until the date of the issuance of such shares, if any (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). However, the Committee, in its discretion, may
provide in the Award Agreement evidencing any Performance Share Award that the
Participant shall be entitled to receive Dividend Equivalents with respect to
the payment of cash dividends on Stock having a record date prior to the date on
which the Performance Shares are settled or forfeited. Such Dividend
Equivalents, if any, shall be credited to the Participant in the form of
additional whole Performance Shares as of the date of payment of such cash
dividends on Stock. The number of additional Performance Shares
(rounded to the nearest whole number) to be so credited shall be determined by
dividing (a) the amount of cash dividends paid on such date with respect to
the number of shares of Stock represented by the Performance Shares previously
credited to the Participant by (b) the Fair Market Value per share of Stock
on such date. Dividend Equivalents may be paid currently or may be
accumulated and paid to the extent that Performance Shares become
nonforfeitable, as determined by the Committee in accordance with Section 409A
of the Code. Settlement of Dividend Equivalents may be made in cash,
shares of Stock, or a combination thereof as determined by the Committee, and
may be paid on the same basis as settlement of the related Performance Share as
provided in Section 10.5. Dividend
Equivalents shall not be paid with respect to Performance Units. In
the event of a dividend or distribution paid in shares of Stock or any other
adjustment made upon a change in the capital structure of the Company as
described in Section 4.2, appropriate
adjustments shall be made in the Participant’s Performance Share Award so that
it represents the right to receive upon settlement any and all new, substituted
or additional securities or other property (other than normal cash dividends) to
which the Participant would be entitled by reason of the shares of Stock
issuable upon settlement of the Performance Share Award, and all such new,
substituted or additional securities or other property shall be immediately
subject to the same Performance Goals as are applicable to the
Award.
10.7 Voting Rights, Dividend Equivalent
Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Restricted Stock Units
until the date of the issuance of such shares (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company). However, the Committee, in its discretion, may provide in
the Award Agreement evidencing any Restricted Stock Unit Award that the
Participant shall be entitled to receive Dividend Equivalents with respect to
the payment of cash dividends on Stock having a record date prior to the date on
which Restricted Stock Units held by such Participant are
settled. Such Dividend Equivalents, if any, shall be paid by
crediting the Participant with additional whole Restricted Stock Units as of the
date of payment of such cash dividends on Stock. The number of
additional Restricted Stock Units (rounded to the nearest whole number) to be so
credited shall be determined by dividing (a) the amount of cash dividends paid
on such date with respect to the number of shares of Stock represented by the
Restricted Stock Units previously credited to the Participant by (b) the Fair
Market Value per share of Stock on such date. Such additional
Restricted Stock Units shall be subject to the same terms and conditions and
shall be settled in the same manner and at the same time as the Restricted Stock
Units originally subject to the Restricted Stock Unit Award,
26
provided
that Dividend Equivalents may be settled in cash, shares of Stock, or a
combination thereof as determined by the Committee. In the event of a
dividend or distribution paid in shares of Stock or any other adjustment made
upon a change in the capital structure of the Company as described in
Section 4.2, appropriate adjustments shall be
made in the Participant’s Restricted Stock Unit Award so that it represents the
right to receive upon settlement any and all new, substituted or additional
securities or other property (other than normal cash dividends) to which the
Participant would be entitled by reason of the shares of Stock issuable upon
settlement of the Award, and all such new, substituted or additional securities
or other property shall be immediately subject to the same Vesting Conditions as
are applicable to the Award.
11.4 Voting Rights, Dividend Equivalent
Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Stock Units until the date
of the issuance of such shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company). However, a Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to the date on which Stock Units held by such
Participant are settled. Such Dividend Equivalents shall be paid by
crediting the Participant with additional whole and/or fractional Stock Units as
of the date of payment of such cash dividends on Stock. The method of
determining the number of additional Stock Units to be so credited shall be
specified by the Committee and set forth in the Award Agreement. Such
additional Stock Units shall be subject to the same terms and conditions and
shall be settled in the same manner and at the same time as the Stock Units
originally subject to the Stock Unit Award. In the event of a
dividend or distribution paid in shares of Stock or any other adjustment made
upon a change in the capital structure of the Company as described in
Section 4.2, appropriate adjustments shall be
made in the Participant’s Stock Unit Award so that it represents the right to
receive upon settlement any and all new, substituted or additional securities or
other property (other than normal cash dividends) to which the Participant would
be entitled by reason of the shares of Stock issuable upon settlement of the
Award.
(ii) These excerpts taken from the PCG 10-K filed Feb 22, 2008. Voting Rights, Dividend Equivalent
Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Stock Units until the date
of the issuance of such shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company). However, a Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to the date on which Stock Units held by such
Participant are settled. Such Dividend Equivalents shall be paid by
crediting the Participant with additional whole and/or fractional Stock Units as
of the date of payment of such cash dividends on Stock. The method of
determining the number of additional Stock Units to be so credited shall be
specified by the Committee and set forth in the Award Agreement. Such
additional
27
Stock Units shall be subject to the same terms and conditions and shall
be settled in the same manner and at the same time (or as soon thereafter as
practicable) as the Stock Units originally subject to the Stock Unit
Award. In the event of a dividend or distribution paid in shares of
Stock or any other adjustment made upon a change in the capital structure of the
Company as described in Section 4.2,
appropriate adjustments shall be made in the Participant’s Stock Unit Award so
that it represents the right to receive upon settlement any and all new,
substituted or additional securities or other property (other than normal cash
dividends) to which the Participant would be entitled by reason of the shares of
Stock issuable upon settlement of the Award.
(ii) Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, a Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Stock Units held by such Participant are settled. Such Dividend Equivalents shall be paid by crediting the Participant with additional whole and/or fractional Stock Units as of the date of payment of such cash dividends on Stock. The method of determining the number of additional Stock Units to be so credited shall be specified by the Committee and set forth in the Award Agreement. Such additional 27 Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Stock Units originally subject to the Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award. (ii) | EXCERPTS ON THIS PAGE:
RELATED TOPICS for PCG: |
| |||||||
