PDC » Topics » Definitions

These excerpts taken from the PDC 8-K filed Aug 11, 2005.
Definitions.  As used herein, the terms set forth below shall have the following respective meanings:

 

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question.  As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

 

“Award” means an incentive compensation award granted to a Participant (as defined below) under the Plan pursuant to any applicable terms, conditions and limitations as the Committee (as defined below) may establish in order to fulfill the objectives of the Plan.

 

“Award Agreement” means a written agreement between the Partnership and a Participant which (i) sets forth the terms, conditions and limitations applicable to an Award and (ii) sets forth the Participant’s assigned eligibility level.

 

“Base Salary” means the base salary actually received by a Participant during a Plan Year.

 

“Board” means the board of directors of the Company.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Committee” means the Compensation Committee of the Board or such other committee of the Board or of the board of directors of the General Partner as is designated by either the Board or the board of directors of the General Partner to administer the Plan.

 

“Company” has the meaning set forth in Section 1.

 

“Disability” means the absence of a Participant from the Participant’s duties with the Partnership or any of its Affiliates on a full-time basis for at least 90 consecutive days as a result of incapacity due to mental or physical illness or

 



 

injury which is determined by the Committee in its sole discretion to be permanent.

 

“Employee” means any employee of the Partnership or any of its Affiliates (whether or not he is also a director thereof), who is compensated for employment of the Partnership or any Affiliate by a regular salary.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Fiscal Year” means April 1 through March 31.

 

“General Partner” means PDC Mgmt. Co., a Texas corporation and the general partner of the Partnership.

 

“Normal Retirement Age” means age 65.

 

“Participant” means an Employee who is (i) approved by the Committee to participate in the Plan and (ii) enters into an Award Agreement with the Partnership.

 

“Partnership” has the meaning set forth in Section 1.

 

“Performance Goals” means (i) the annual performance objectives of the Partnership, an Affiliate or one or more business units of the Partnership or any Affiliate and (ii) any individual performance objectives, in either or both cases, established for the purpose of determining the level of Awards, if any, earned during a Plan Year.

 

“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

 

“Plan” has the meaning set forth in Section 1.

 

“Plan Year” means the applicable Fiscal Year.

 

3.            

1.2           Definitions.

 

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person in question.  As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

 

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Aug 11, 2005
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