PNC Bank 2005 Annual Report Download - page 133

(iii) as to the remaining Covered Shares, commencing on the third (3rd) anniversary date of the Grant Date
provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose
Retirement date occurred on or after the first (1st) anniversary date of the Grant Date.
(b) If Optionee’ s employment is terminated by the Corporation by reason of Total and Permanent
Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has
not otherwise vested commencing on Optionee’ s Termination Date.
(c) If Optionee’ s employment with the Corporation is terminated by reason of Optionee’ s death, the
Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested,
and the Option may be exercised by Optionee’ s properly designated beneficiary, by the person or persons
entitled to do so under Optionee’ s will, or by the person or persons entitled to do so under the applicable
laws of descent and distribution.
(d) If, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the
Change in Control triggered by the CIC Triggering Event, Optionee’ s employment with the Corporation is
terminated by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to
all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’ s
Termination Date.
(e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but
not yet fully vested at the time a Change in Control occurs, the Option will vest as to all then outstanding
Covered Shares as to which it has not otherwise vested, effective as of the day immediately prior to the
occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is
either (i) an employee of the Corporation or (ii) a former employee of the Corporation whose unvested
Option, or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the terms of
Section 2.2(a)(i), (ii) and/or (iii).
If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not
continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’ s
employment with the Corporation terminates effective at the time this occurs.
2.3 Nontransferability; Designation of Beneficiary. The Option is not transferable or assignable by
Optionee other than by transfer to a properly designated beneficiary in the event of death, or by will or the
laws of descent and distribution.
During Optionee’ s lifetime, the Option may be exercised only by Optionee or, in the event of Optionee’ s
legal incapacity, by his or her legal representative.
During Optionee’ s lifetime, Optionee may file with PNC, at such address and in such manner as PNC may
from time to time direct, on a form to be provided by PNC on request, a designation of a beneficiary or
beneficiaries (a “properly designated beneficiary”) to hold and exercise Optionee’ s stock options, to the
extent outstanding and exercisable, in accordance with their respective stock option agreements and the
Plan in the event of Optionee’ s death. In the absence of a properly designated beneficiary, the Option will
be held and may be exercised by the person or persons entitled to do so under Optionee’ s will or under the
applicable laws of descent and distribution.
3. Capital Adjustments. The number and class of Covered Shares as to which the Option is outstanding
and has not yet been exercised and the Option Price will be subject to such adjustment, if any, as the
Committee in its sole discretion deems appropriate to reflect corporate transactions (including, without
limitation, stock dividends, stock splits, spin-offs, split-offs, recapitalizations, mergers, consolidations or
reorganizations of or by PNC (each, a “Corporate Transaction”)), including without limitation cancellation
of the Option immediately prior to the effective time of the Corporate Transaction and payment, in cash, in
consideration therefor, of an amount equal to the product of (a) the excess, if any, of the per share value of
the consideration payable to a PNC common shareholder in connection with such Corporate Transaction