PNC Bank 2005 Annual Report Download - page 140

specifically identifies the manner in which it is believed that Optionee has not substantially
performed Optionee’ s duties;
(ii) a material breach by Optionee of (1) any code of conduct of PNC or a Subsidiary or (2)
other written policy of PNC or a Subsidiary, in either case required by law or established to
maintain compliance with applicable law;
(iii) any act of fraud, misappropriation, material dishonesty, or embezzlement by Optionee
against PNC or a Subsidiary or any client or customer of PNC or a Subsidiary;
(iv) any conviction (including a plea of guilty or of nolo contendere) of Optionee for, or entry
by Optionee into a pre-trial disposition with respect to, the commission of a felony; or
(v) entry of any order against Optionee, by any governmental body having regulatory authority
with respect to the business of PNC or any Subsidiary, that relates to or arises out of Optionee’ s
employment or other service relationship with the Corporation.
The cessation of employment of Optionee will be deemed to have been a termination of
Optionee’ s employment with the Corporation for Cause for purposes of the Agreement only if
and when the CEO or his or her designee (or, if Optionee is the CEO, the Board) determines that
Optionee is guilty of conduct described in clause (i), (ii) or (iii) above or that an event described
in clause (iv) or (v) above has occurred with respect to Optionee and, if so, determines that the
termination of Optionee’ s employment with the Corporation will be deemed to have been for
Cause.
A.3 “CEO” means the chief executive officer of PNC.
A.4 “Change in Control” means a change of control of PNC of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Exchange Act, whether or
not PNC is then subject to such reporting requirement; provided, however, that without
limitation, a Change in Control shall be deemed to have occurred if:
(a) any Person, excluding employee benefit plans of the Corporation, is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor
provisions thereto), directly or indirectly, of securities of PNC representing twenty percent
(20%) or more of the combined voting power of PNC’ s then outstanding securities; provided,
however, that such an acquisition of beneficial ownership representing between twenty percent
(20%) and forty percent (40%), inclusive, of such voting power shall not be considered a Change
in Control if the Board approves such acquisition either prior to or immediately after its
occurrence;
(b) PNC consummates a merger, consolidation, share exchange, division or other reorganization
or transaction of PNC (a “Fundamental Transaction”) with any other corporation, other than a
Fundamental Transaction that results in the voting securities of PNC outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least sixty percent (60%) of the combined voting
power immediately after such Fundamental Transaction of (i) PNC’ s outstanding securities,
(ii) the surviving entity’ s outstanding securities, or (iii) in the case of a division, the outstanding
securities of each entity resulting from the division;
(c) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an
agreement for the sale or disposition (in one transaction or a series of transactions) of all or
substantially all of PNC’ s assets;