PNC Bank 2005 Annual Report Download - page 155

(ii) a materia l breach by Optionee of (1) any code of conduct of PNC or a Subsidiary or (2) other written
policy of PNC or a Subsidiary, in either case required by law or established to maintain compliance with
applicable law;
(iii) any act of fraud, misappropriation, material dishonesty, or embezzlement by Optionee against PNC or
a Subsidiary or any client or customer of PNC or a Subsidiary;
(iv) any conviction (including a plea of guilty or of nolo contendere) of Optionee for, or entry by Optionee
into a pre-trial disposition with respect to, the commission of a felony; or
(v) entry of any order against Optionee, by any governmental body having regulatory authority with
respect to the business of PNC or any Subsidiary, that relates to or arises out of Optionee’ s employment or
other service relationship with the Corporation.
The cessation of employment of Optionee will be deemed to have been a termination of Optionee’ s
employment with the Corporation for Cause for purposes of the Agreement only if and when the CEO or
his or her designee (or, if Optionee is the CEO, the Board) determines that Optionee is guilty of conduct
described in clause (i), (ii) or (iii) above or that an event described in clause (iv) or (v) above has occurred
with respect to Optionee and, if so, determines that the termination of Optionee’ s employment with the
Corporation will be deemed to have been for Cause.
A.3 “CEO” means the chief executive officer of PNC.
A.4 “Change in Control” means a change of control of PNC of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Exchange Act, whether or not PNC is then subject to
such reporting requirement; provided, however, that without limitation, a Change in Control shall be
deemed to have occurred if:
(a) any Person, excluding employee benefit plans of the Corporation, is or becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly
or indirectly, of securities of PNC representing twenty percent (20%) or more of the combined voting
power of PNC’ s then outstanding securities; provided, however, that such an acquisition of beneficial
ownership representing between twenty percent (20%) and forty percent (40%), inclusive, of such voting
power shall not be considered a Change in Control if the Board approves such acquisition either prior to or
immediately after its occurrence;
(b) PNC consummates a merger, consolidation, share exchange, division or other reorganization or
transaction of PNC (a “Fundamental Transaction”) with any other corporation, other than a Fundamental
Transaction that results in the voting securities of PNC outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental
Transaction of (i) PNC’ s outstanding securities, (ii) the surviving entity’ s outstanding securities, or (iii) in
the case of a division, the outstanding securities of each entity resulting from the division;
(c) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an agreement
for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of PNC’ s
assets;
(d) as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the Board
(including for this purpose any new director whose election or nomination for election by PNC’ s
shareholders in connection with such proxy contest was approved by a vote of at least two-thirds (2/3rds) of
the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a
majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied);