PNC Bank 2005 Annual Report Download - page 148

(e) If, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the
Change in Control triggered by the CIC Triggering Event, Optionee’ s employment with the Corporation is
terminated by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to
all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’ s
Termination Date.
(e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but
not yet vested at the time a Change in Control occurs, the Option will vest as to all then outstanding
Covered Shares, effective as of the day immediately prior to the occurrence of the Change in Control,
provided that, at the time the Change in Control occurs, Optionee is an employee of the Corporation.
If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not
continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’ s
employment with the Corporation terminates effective at the time this occurs.
2.3 Nontransferability; Designation of Beneficiary. The Option is not transferable or assignable by
Optionee other than by transfer to a properly designated beneficiary in the event of death, or by will or the
laws of descent and distribution.
During Optionee’ s lifetime, the Option may be exercised only by Optionee or, in the event of Optionee’ s
legal incapacity, by his or her legal representative.
During Optionee’ s lifetime, Optionee may file with PNC, at such address and in such manner as PNC may
from time to time direct, on a form to be provided by PNC on request, a designation of a beneficiary or
beneficiaries (a “properly designated beneficiary”) to hold and exercise Optionee’ s stock options, to the
extent outs tanding and exercisable, in accordance with their respective stock option agreements and the
Plan in the event of Optionee’ s death. In the absence of a properly designated beneficiary, the Option will
be held and may be exercised by the person or persons entitled to do so under Optionee’ s will or under the
applicable laws of descent and distribution.
3. Capital Adjustments. The number and class of Covered Shares as to which the Option is outstanding
and has not yet been exercised and the Option Price will be subject to such adjustment, if any, as the
Committee in its sole discretion deems appropriate to reflect corporate transactions (including, without
limitation, stock dividends, stock splits, spin-offs, split-offs, recapitalizations, mergers, consolidations or
reorganizations of or by PNC (each, a “Corporate Transaction”)), including without limitation cancellation
of the Option immediately prior to the effective time of the Corporate Transaction and payment, in cash, in
consideration therefor, of an amount equal to the product of (a) the excess, if any, of the per share value of
the consideration payable to a PNC common shareholder in connection with such Corporate Transaction
over the Option Price and (b) the total number of Covered Shares subject to the Option that were
outstanding and unexercised immediately prior to the effective time of the Corporate Transaction.
All determinations hereunder will be made by the Committee in its sole discretion and will be final, binding
and conclusive for all purposes on all parties, including without limitation the holder of the Option.
No fractional shares will be issued on exercise of the Option. PNC will determine the manner in which any
fractional shares will be treated.
4. Exercise of Option.
4.1 Notice and Effective Date. The Option may be exercised, in whole or in part, by delivering to PNC
written notice of such exercise, in such form as PNC may from time to time prescribe, accompanied by full
payment of the aggregate Option Price with respect to that portion of the Option being exercised and
satisfaction of any amounts required to be withheld pursuant to applicable tax laws in connection with such
exercise.