PNC Bank 2005 Annual Report Download - page 154

THE PNC FINANCIAL SERVICES GROUP, INC.
1997 LONG-TERM INCENTIVE AWARD PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
ANNEX A
CERTAIN DEFINITIONS
Except where the context otherwise indicates, the following definitions apply to the Nonstatutory Stock
Option Agreement (“Agreement”) to which this Annex A is attached.
A.1 “Board” means the Board of Directors of PNC.
A.2 “Cause.”
(a) “Cause” during a Coverage Period. If the termination of Optionee’ s employment with the Corporation
occurs during a Coverage Period, then, for purposes of the Agreement, “Cause” means:
(i) the willful and continued failure of Optionee to substantially perform Optionee’ s duties with the
Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to Optionee by the Board or the CEO that
specifically identifies the manner in which the Board or the CEO believes that Optionee has not
substantially performed Optionee’ s duties; or
(ii) the willful engaging by Optionee in illegal conduct or gross misconduct that is materially and
demonstrably injurious to PNC or any Subsidiary.
For purposes of the preceding clauses (i) and (ii), no act or failure to act, on the part of Optionee, shall be
considered willful unless it is done, or omitted to be done, by Optionee in bad faith and without reasonable
belief that Optionee’ s action or omission was in the best interests of the Corporation. Any act, or failure to
act, based upon the instructions or prior approval of the Board, the CEO or Optionee’ s superior or based
upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be
done, by Optionee in good faith and in the best interests of the Corporation.
The cessation of employment of Optionee will be deemed to be a termination of Optionee’ s employment
with the Corporation for Cause for purposes of the Agreement only if and when there shall have been
delivered to Optionee, as part of the notice of Optionee’ s termination, a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the entire membership of the Board, at a Board
meeting called and held for the purpose of considering such termination, finding on the basis of clear and
convincing evidence that, in the good faith opinion of the Board, Optionee is guilty of conduct described in
clause (i) or (ii) above and, in either case, specifying the particulars thereof in detail. Such resolution shall
be adopted only after (1) reasonable notice of such Board meeting is provided to Optionee, together with
written notice that PNC believes that Optionee is guilty of conduct described in clause (i) or (ii) above and,
in either case, specifying the particulars thereof in detail, and (2) Optionee is given an opportunity, together
with counsel, to be heard before the Board.
(b) “Cause” other than during a Coverage Period. If the termination of Optionee’ s employment with the
Corporation occurs other than during a Coverage Period, then, for purposes of the Agreement, “Cause”
means:
(i) the willful and continued failure of Optionee to substantially perform Optionee’ s duties with the
Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to Optionee by PNC that specifically identifies the
manner in which it is believed that Optionee has not substantially performed Optionee’ s duties;