PNC Bank 2005 Annual Report Download - page 147

FORM OF STOCK OPTION AGREEMENT
WITH 1-YEAR VESTING
THE PNC FINANCIAL SERVICES GROUP, INC.
1997 LONG-TERM INCENTIVE AWARD PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
OPTIONEE: <Name>
GRANT DATE: _________, 200__
OPTION PRICE: $_________ per share
COVERED SHARES: «Shares»
Terms defined in The PNC Financial Services Group, Inc. 1997 Long-Term Incentive Award Plan as
amended from time to time (“Plan”) are used in this Agreement (“Agreement”) as defined in the Plan
unless otherwise defined in the Agreement or an Annex thereto. In the Agreement, “PNC” means The PNC
Financial Services Group, Inc. and “Corporation” means PNC and its Subsidiaries. For certain definitions,
see Annex A attached hereto and incorporated herein by reference. Headings used in the Agreement and in
the Annexes hereto are for convenience only and are not part of the Agreement and Annexes.
1. Grant of Option. Pursuant to the Plan and subject to the terms of the Agreement, PNC hereby grants to
Optionee an Option to purchase from PNC that number of shares of PNC common stock specified above as
the “Covered Shares,” exercisable at the Option Price.
2. Terms of the Option.
2.1 Type of Option. The Option is intended to be a Nonstatutory Stock Option without Rights.
2.2 Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is
outstanding and has become exercisable (“vested”) at any time and fro m time to time through the
Expiration Date.
To the extent that the Option is otherwise outstanding, the Option will vest as to Covered Shares as set
forth in this Section 2.2.
(a) Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option
will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first (1st)
anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such
vesting 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.