PNC Bank 2005 Annual Report Download - page 156

(e) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such
period constituted the Board (including for this purpose any new director whose election or nomination for
election by PNC’ s shareholders was approved by a vote of at least two-thirds (2/3rds) of the directors then
still in office who were directors at the beginning of such period) cease for any reason to constitute at least
a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied); or
(f) the Board determines that a Change in Control has occurred.
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a subsidiary or division of PNC
or any of its Subsidiaries shall not by itself constitute a Change in Control.
A.5 “CIC Failure” means the following:
(a) with respect to a CIC Triggering Event described in Section A.7(a), PNC’ s shareholders vote against
the transaction approved by the Board or the agreement to consummate the transaction is terminated; or
(b) with respect to a CIC Triggering Event described in Section A.7(b), the proxy contest fails to replace or
remove a majority of the members of the Board.
A.6 “CIC Severance Agreement” means the written agreement, if any, between Optionee and PNC
providing, among other things, for certain change in control severance benefits.
A.7 “CIC Triggering Event” means the occurrence of either of the following:
(a) the Board or PNC’ s shareholders approve a transaction described in Subsection (b) of the definition of
Change in Control contained in Section A.4; or
(b) the commencement of a proxy contest in which any Person seeks to replace or remove a majority of the
members of the Board.
A.8 “Committee” means the Personnel and Compensation Committee of the Board or such person or
persons as may be designated by that committee as its delegate.
A.9 “Competitive Activity” means, for purposes of the Agreement, any participation in, employment by,
ownership of any equity interest exceeding one percent (1%) in, or promotion or organization of, any
Person other than PNC or any Subsidiary (1) engaged in business activities similar to some or all of the
business activities of PNC or any Subsidiary as of Optionee’ s Termination Date or (2) engaged in business
activities that Optionee knows PNC or any Subsidiary intends to enter within the first twelve (12) months
after Optionee’ s Termination Date or, if later and if applicable, after the date specified in clause (2) of
Section A.12(i), in either case whether Optionee is acting as agent, consultant, independent contractor,
emp loyee, officer, director, investor, partner, shareholder, proprietor or in any other individual or
representative capacity therein.
A.10 “Corporation” means PNC and its Subsidiaries.
A.11 “Coverage Period” means a period (a) commencing on the earlier to occur of (i) the date of a CIC
Triggering Event and (ii) the date of a Change in Control and (b) ending on the date that is two (2) years
after the date of the Change in Control; provided, however, that in the event that a Coverage Period
commences on the date of a CIC Triggering Event, such Coverage Period will terminate upon the earlier to
occur of (x) the date of a CIC Failure and (y) the date that is two (2) years after the date of the Change in
Control triggered by the CIC Triggering Event. After the termination of any Coverage Period, another
Coverage Period will commence upon the earlier to occur of clauses (a)(i) and (a)(ii) in the preceding
sentence.