PNC Bank 2005 Annual Report Download - page 145

(a) the assignment to Optionee of any duties inconsistent in any respect with Optionee’ s
position (including status, offices, titles and reporting requirements), authority, duties or
responsibilities immediately prior to either the CIC Triggering Event or the Change in Control,
or any other action by the Corporation that results in a diminution in any respect in such
position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith that is remedied by the Corporation promptly after
receipt of notice thereof given by Optionee;
(b) a reduction by the Corporation in Optionee’ s annual base salary as in effect on the Grant
Date, as the same may be increased from time to time;
(c) the Corporation’ s requiring Optionee to be based at any office or location that is more than
fifty (50) miles from Optionee’ s office or location immediately prior to either the CIC
Triggering Event or the Change in Control;
(d) the failure by the Corporation (i) to continue in effect any bonus, stock option or other cash
or equity-based incentive plan in which Optionee participates immediately prior to either the
CIC Triggering Event or the Change in Control that is material to Optionee’ s total
compensation, unless a substantially equivalent arrangement (embodied in an ongoing substitute
or alternative plan) has been made with respect to such plan, or (ii) to continue Optionee’ s
participation in such plan (or in such substitute or alternative plan) on a basis at least as
favorable, both in terms of the amount of benefits provided and the level of Optionee’ s
participation relative to other participants, as existed immediately prior to the CIC Triggering
Event or the Change in Control; or
(e) the failure by the Corporation to continue to provide Optionee with benefits substantially
similar to those received by Optionee under any of the Corporation’ s pension (including, but not
limited to, tax-qualified plans), life insurance, health, accident, disability or other welfare plans
in which Optionee was participating, at costs substantially similar to those paid by Optionee,
immediately prior to the CIC Triggering Event or the Change in Control.
A.18 “Grant Date” means the date set forth as the Grant Date on page 1 of the Agreement.
A.19 “Option” means the Nonstatutory Stock Option granted to Optionee in Section 1 of the
Agreement pursuant to which Optionee may purchase shares of PNC common stock as provided
in the Agreement.
A.20 “Option Price” means the dollar amount per share of PNC common stock set forth as the
Option Price on page 1 of the Agreement.
A.21 “Optionee” means the person identified as Optionee on page 1 of the Agreement.
A.22 “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes
any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.
A.23 “PNC” means The PNC Financial Services Group, Inc.
A.24 “Retiree” means an Optionee who has Retired.
A.25 “Retire” or “Retirement” means termination of Optionee’ s employment with the
Corporation (a) at any time on or after the first day of the first month coincident with or next
following the date on which Optionee attains age fifty-five (55) and completes five (5) years of
service (as determined in the same manner as the determination of five years of Vesting Service
under the provisions of The PNC Financial Services Group, Inc. Pension Plan) with the
Corporation and (b) for a reason other than termination by reason of Optionee’ s death or by the