This excerpt taken from the PGR 10-K filed Mar 1, 2010.
4.1 Deferral Elections. In the first Plan Year this Plan is in effect each director who is eligible to participate in this Plan may file a Deferral Election with the Committee at any time prior to the grant of Restricted Stock which is the subject of such Deferral Election; thereafter each eligible director who elects to participate in this Plan for any Plan Year shall file a Deferral Election with the Committee before the beginning of such Plan Year, provided that any director who was not a director during the previous Plan Year may file a Deferral Election with the Committee (i) within thirty (30) days after he/she is elected to the Board and (ii) prior to the grant of Restricted Stock which is the subject of such Deferral Election. The Deferral Election shall be in the form prescribed by the Committee, and in accordance with such rules and procedures as may be established by the Committee in its sole discretion. Once made, a Participants Deferral Election shall be irrevocable. A Deferral Election shall be deemed to have been made when the completed and executed election form is received and accepted by the Committee or its designated agent. A separate Deferral Election shall be made by a Participant with respect to all or part of each Eligible Restricted Stock Award to be subject to a Deferral
Election during such Plan Year. If an eligible Participant fails to file an appropriate election form with respect to any Eligible Restricted Stock Award before the beginning of a Plan Year (or before the grant of Restricted Stock in the first year a director is eligible to participate in this Plan), he or she shall be deemed to have elected not to make a Deferral Election for such Plan Year.
4.2 Effect of Deferral Election. If a Participant timely files a Deferral Election with the Committee with respect to an Eligible Restricted Stock Award, each share of Restricted Stock subject to a Deferral Election will be automatically cancelled immediately prior to vesting and will be replaced with a corresponding Stock Unit credited to the Participants Stock Account in accordance with Section 4.3. A timely Deferral Election with respect to an Eligible Restricted Stock Award will defer the delivery to the Participant of the Shares subject thereto until the end of the Participants Designated Deferral Period or such other time as this Plan may specify for distribution to be made or begin.
4.3 Stock Accounts. The Committee shall establish and maintain a separate bookkeeping account in the name of each Participant who makes a Deferral Election during the course of his or her participation in the Plan. Each Participants Stock Account shall consist of the sum of the Stock Units credited to such Participants Stock Account. Each Participants Stock Account shall be adjusted as follows:
(a) As of the date of vesting of an Eligible Restricted Stock Award to which a Participants Deferral Election is applicable, the Participants Stock Account shall be credited with that number of Stock Units equal to the number of Shares to which the Deferral Election relates;
(b) As of the date on which a dividend is paid on (or any other distribution is made on account of) Shares, the Stock Account shall be credited with that number of Stock Units and fraction thereof equal to the number of Shares and fraction thereof that the Dividend Equivalent Amount would have purchased on that date based on the average of the high and low trading prices of the Shares on that date.
(c) As of the date on which Shares are distributed to the Participant in accordance with Section 4.5, the Participants Stock Account shall be reduced by an equal number of Stock Units, and fractions thereof, if applicable.
In the event of any stock split, reverse split, combination or other changes that impact the Companys capital structure, or Share status, each Participants Stock Account and the number of Stock Units credited thereto shall be equitably adjusted by the Committee in its sole discretion in a manner consistent with the treatment of outstanding equity awards pursuant to the Company Directors Equity Plan.
4.4 Dividend Equivalent Amounts. Dividend Equivalent Amounts with respect to the Participants Stock Units shall result in the Participants Stock Account being credited with an additional number of Stock Units and/or fraction thereof equal to the Dividend Equivalent Amount divided by the average of the high and low trading prices of Shares on the date specified in Section 4.3(b) and shall become subject to the Deferral Election applicable to the Stock Units to which the Dividend Equivalent Amount relates.
4.5 Distribution of Shares from Stock Accounts. Subject to any limitation set forth in this Plan or any other limitations as may be established by the Committee in its sole discretion, each Deferral Election shall specify the method of distribution with respect to the Eligible Restricted Stock Award which is subject to the Deferral Election. A Participant may elect to have his or her Stock Units with respect to any Eligible Restricted Stock Award which is subject to a Deferral Election distributed in any of the following number of installments following the expiration of the earlier of (i) the termination of the Participants service as a director of the Company or (ii) the Participants Designated Deferral Period with respect to such Eligible Restricted Stock Award:
A Participant may elect a different method of distribution with respect to each Eligible Restricted Stock Award that is subject to a Deferral Election. Distributions will commence on the first business day of the month following the month specified in the Deferral Election or, in the event of termination of a Participants service as a director, within thirty (30) days following such termination.
Notwithstanding the foregoing, if a Change in Control occurs or a Participant dies, a distribution with respect to all the Stock Units then held in the Participants Stock Account shall be made to him/her or his/her beneficiaries in a single lump sum within thirty (30) days following the Change in Control or the date the Committee receives written notice of his/her death. Distributions with respect to the Stock Units credited to a Participants Stock Account under this Plan shall in all cases be satisfied by the delivery by the Company of a number of Shares equal to the number of Stock Units with respect to which such distribution is being made, except that any fractional share shall be satisfied in cash, based on the average of the high and low trading prices of Shares on the business day immediately preceding such distribution.
If a Participant is receiving a distribution in installments, Dividend Equivalent Amounts will continue to be credited with respect to the undistributed Stock Units remaining in such Participants Stock Account until all such Stock Units have been distributed.