PNC Bank 2005 Annual Report Download - page 141

(d) as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the
Board (including for this purpose any new director whose election or nomination for election by
PNC’ s shareholders in connection with such proxy contest was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who were directors prior to such proxy
contest) cease to constitute at least a majority of the Board (excluding any Board seat that is
vacant or otherwise unoccupied);
(e) during any period of twenty-four (24) consecutive months, individuals who at the beginning
of such period constituted the Board (including for this purpose any new director whose election
or nomination for election by PNC’ s shareholders was approved by a vote of at least two-thirds
(2/3rds) of the directors then still in office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board (excluding any Board seat that
is vacant or otherwise unoccupied); or
(f) the Board determines that a Change in Control has occurred.
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a subsidiary or
division of PNC or any of its Subsidiaries shall not by itself constitute a Change in Control.
A.5 “CIC Failure” means the following:
(a) with respect to a CIC Triggering Event described in Section A.7(a), PNC’ s shareholders vote
against the transaction approved by the Board or the agreement to consummate the transaction is
terminated; or
(b) with respect to a CIC Triggering Event described in Section A.7(b), the proxy contest fails
to replace or remove a majority of the members of the Board.
A.6 “CIC Severance Agreement” means the written agreement, if any, between Optionee and
PNC providing, among other things, for certain change in control severance benefits.
A.7 “CIC Triggering Event” means the occurrence of either of the following:
(a) the Board or PNC’ s shareholders approve a transaction described in Subsection (b) of the
definition of Change in Control contained in Section A.4; or
(b) the commencement of a proxy contest in which any Person seeks to replace or remove a
majority of the members of the Board.
A.8 “Committee” means the Personnel and Compensation Committee of the Board or such
person or persons as may be designated by that committee as its delegate.
A.9 “Competitive Activity” means, for purposes of the Agreement, any participation in,
employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion
or organization of, any Person other than PNC or any Subsidiary (1) engaged in business
activities similar to some or all of the business activities of PNC or any Subsidiary as of
Optionee’ s Termination Date or (2) engaged in business activities that Optionee knows PNC or
any Subsidiary intends to enter within the first twelve (12) months after Optionee’ s Termination
Date or, if later and if applicable, after the date specified in clause (2) of Section A.12(i), in
either case whether Optionee is acting as agent, consultant, independent contractor, employee,
officer, director, investor, partner, shareholder, proprietor or in any other individual or
representative capacity therein.
A.10 “Corporation” means PNC and its Subsidiaries.