This excerpt taken from the PGN DEF 14A filed Mar 31, 2009.
7. General Provisions.
(a) Nontransferability. No EIP Award payable under, or right or interest in, the Plan shall be transferable by a Participant except upon a Participants death by will or the laws of descent and distribution or to a Beneficiary, or otherwise shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any such attempted action shall be void.
(b) Tax Withholding. The Company and any Subsidiary is authorized to withhold from any payout of an EIP Award granted, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an EIP Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any EIP Award.
(c) Changes to the Plan. The Committee may amend, suspend, or terminate the Plan without the consent of shareholders or Participants; provided, however, that any amendment to the Plan shall be submitted to the Companys shareholders for approval if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the common stock of the Company may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other amendments to the Plan to shareholders for approval; and further provided that no amendment, suspension or termination shall, without the consent of the Participant, materially alter or impair a Participants right to receive payment of an EIP Award otherwise payable hereunder.
(d) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Participant the right to continue as a Participant or in the employ or service of the Company or a Subsidiary, (ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Participants employment or service at any time, or (iii) giving a Participant any claim to any grant under the Plan or to be treated uniformly with other Participants and employees. In addition, until the Committee has determined to make a final Individual Award under Sections 4 or 5, respectively, a Participants selection to participate, the initial determination of an EIP Award, and other actions taken with respect to the Plan shall not be construed as a commitment that any EIP Award shall become a final EIP Award or that any payment will be made with respect to an EIP Award under the Plan.
(e) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an unfunded plan for incentive compensation. With respect to any payments not yet made to a Participant, nothing contained in the Plan or any Individual Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may
authorize the creation of trusts and deposit therein cash or other property, or make other arrangements to meet the Companys obligations under the Plan. Such trusts or other arrangements shall be consistent with the unfunded status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.
(f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission of any terms of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements, apart from the Plan, as it may deem desirable, including incentive arrangements and awards which do not qualify under Section 162(m) of the Code, and such other arrangements may be either applicable generally or only in specific cases.
(g) Compliance with Section 162(m) of the Code. It is the intent of the Company that compensation under the Plan to Participants shall constitute qualified performance-based compensation within the meaning of Section 162(m) of the Code, unless otherwise determined by the Committee. Accordingly, the terms of Sections 4 and 5 and other provisions of the Plan, including the definitions and other terms used therein, shall be interpreted in a manner consistent with Section 162(m) of the Code. If any provision of the Plan or any document relating to an EIP Award that is designated as intended to comply with Section 162(m) of the Code does not comply or is inconsistent with the requirements of Section 162(m) of the Code, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person discretion to increase the amount of compensation otherwise payable in connection with any such EIP Award upon attainment of the applicable performance objectives.
(h) Severability; Entire Agreement. If any of the provisions of this Plan or any EIP Award document is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions shall not be affected thereby; provided, that, if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any EIP Award documents contain the entire agreement of the parties with respect to the subject matter thereof and, unless specified otherwise, supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.
(i) Governing Law. The validity, construction and effect of the Plan, and any rules and regulations under the Plan, shall be determined in accordance with the laws of the State of North Carolina applicable to contracts made and to be performed in the State of North Carolina to the extent not preempted by federal law.
(j) Plan Effective Date and Termination. The Plan shall become effective as of the date of its adoption by the Board, subject to shareholder approval, and shall continue in effect until terminated by the Board pursuant to Section 7(c).