PNC Bank 2005 Annual Report Download - page 143

(a) Expiration Date. Expiration Date means the date on which the Option expires, which will be
the tenth (10th) anniversary of the Grant Date unless the Option expires earlier pursuant to any of
the provisions set forth in Sections A.15(b) through A.15(d);
provided, however, if there is a Change in Control, then notwithstanding Sections A.15(c) and
A.15(d), to the extent that the Option is outstanding and vested or vests at the time the Change in
Control occurs, the Option will not expire at the earliest before the close of business on the
ninetieth (90th) day after the occurrence of the Change in Control (or the tenth (10th) anniversary
of the Grant Date if earlier), provided that either (1) Optionee is an employee of the Corporation
at the time the Change in Control occurs and Optionee’ s employment with the Corporation is not
terminated for Cause or (2) Optionee is a former employee of the Corporation whose Option, or
portion thereof, is outstanding at the time the Change in Control occurs by virtue of the
application of one or more of the exceptions set forth in Section A.15(c) and at least one of such
exceptions is still applicable at the time the Change in Control occurs.
In no event will the Option remain outstanding beyond the tenth (10th) anniversary of the Grant
Date.
(b) Termination for Cause. Upon a termination of Optionee’ s employment with the Corporation
for Cause, unless the Committee determines otherwise, the Option will expire at the close of
business on Optionee’ s Termination Date with respect to all Covered Shares, whether or not
vested and whether or not Optionee is eligible to Retire or Optionee’ s employment also
terminates for another reason.
(c) Ceasing to be an Employee other than by Termination for Cause. If Optionee ceases to be
an employee of the Corporation other than by termination of Optionee’ s employment for Cause,
then unless the Committee determines otherwise, the Option will expire at the close of business
on Optionee’ s Termination Date with respect to all Covered Shares, whether or not vested,
except to the extent that the provisions set forth in subsection (1), (2), (3), (4) or (5) of this
Section A.15(c) apply to Optionee’ s circumstances and such applicable subsection specifies a
later expiration date for all or a portion of the Option. If more than one of such exceptions is
applicable to the Option or a portion thereof, then the Option or such portion of the Option will
expire in accordance with the provisions of the subsection that specifies the latest expiration
date.
(1) Retirement. If the termination of Optionee’ s employment with the Corporation meets the
definition of Retirement, then the Option will expire on the tenth (10th) anniversary of the Grant
Date with respect to any Covered Shares as to which the Option is vested on the Retirement date
or thereafter vests pursuant to Section 2.2 of the Agreement.
(2) Death. If Optionee’ s employment with the Corporation is terminated by reason of
Optionee’ s death, then the Option will expire on the tenth (10th) anniversary of the Grant Date.
(3) Termination during a Coverage Period without Cause or with Good Reason. If Optionee’ s
employment with the Corporation is terminated (other than by reason of Optionee’ s death)
during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason,
then the Option will expire on the third (3rd) anniversary of such Termination Date (but in no
event later than on the tenth (10th) anniversary of the Grant Date).
(4) Total and Permanent Disability. If Optionee’ s employment is terminated by the
Corporation by reason of Total and Permanent Disability, then the Option will expire on the
third (3rd) anniversary of such Termination Date (but in no event later than on the tenth (10th)
anniversary of the Grant Date).