This excerpt taken from the PPS DEF 14A filed Apr 22, 2009.
2008 Sale Process and Impact on Annual Incentive Award Program
In January 2008, the board of directors authorized management to initiate a formal process to pursue a business combination or other sale transaction of the Company. The process ultimately concluded in June 2008 without a sale of the Company.
At its January 31, 2008 meeting, the Committee set specific annual cash bonus targets for the Named Executive Officers and approved the framework for the administration of the annual cash incentive plan during 2008, consistent with historical practice. This framework set the allocation between corporate and business unit/leadership performance discussed below and set the matrix for measuring corporate performance against the Companys annual budget. The Committee intended to establish specific goals and objectives for the Named Executive Officers, and the board of directors intended to formally adopt an annual budget if the sale process ended without a sale over the short term. However, because the sale process continued through mid-2008, the Committee, recognizing that
managements primary focus would be the potential sale of the Company during this time, did not think it was appropriate to set performance goals based on normal operations and therefore did not establish specific performance goals and objectives for our Named Executive Officers under the annual incentive award program for 2008. As a result, the 2008 annual cash award was ultimately determined at the Committees discretion.