PNC Bank 2005 Annual Report Download - page 157

A.12 “Detrimental Conduct” means, for purposes of the Agreement:
(i) Optionee has engaged, without the prior written consent of PNC (at PNC’ s sole discretion), in any
Competitive Activity in the continental United States at any time during the period commencing on
Optionee’ s Termination Date and extending through the first (1st) anniversary of the later of (1) Optionee’ s
Termination Date and, if different, (2) the first date after Optionee’ s Termination Date as of which
Optionee ceases to be engaged by the Corporation in any capacity for which Optionee receives
compensation from the Corporation, including but not limited to acting for compensation as a consultant,
independent contractor, employee, officer, director or advisory director;
(ii) a material 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 that relates to or arises out of
Optionee’ s employment or other service relationship with the Corporation; 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.
Optionee will be deemed to have engaged in Detrimental Conduct 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
has engaged in conduct described in clause (i) above, that Optionee is guilty of conduct described in clause
(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 Optionee will be deemed to have engaged in Detrimental Conduct.
A.13 “Exchange Act” means the Securities Exchange Act of 1934 as amended and the rules and
regulations promulgated thereunder.
A.14 “Exercise Date” means the date (which must be a business day for PNC Bank, National Association)
on which PNC receives written notice, in such form as PNC may from time to time prescribe, of the
exercise, in whole or in part, of the Option pursuant to the terms of the Agreement, subject to full payment
of the aggregate Option Price and satisfaction of all taxes required to be withheld in connection with such
exercise as provided in Sections 4.1, 4.2 and 4.3 of the Agreement.
A.15 “Expiration Date.”
(a) Expiration Date. Expiration Date means the date on which the Option expires, which will be the tenth
(10th) anniversary of the Grant Date unless the Option expires earlier pursuant to any of the provisions set
forth in Sections A.15(b) through A.15(d);
provided, however, if there is a Change in Control, then notwithstanding Sections A.15(c) and A.15(d), to
the extent that the Option is outstanding and vested or vests at the time the Change in Control occurs, the
Option will not expire at the earliest before the close of business on the ninetieth (90th) day after the
occurrence of the Change in Control (or the tenth (10th) anniversary of the Grant Date if earlier), provided
that either (1) Optionee is an employee of the Corporation at the time the Change in Control occurs and
Optionee’ s employment with the Corporation is not terminated for Cause or (2) Optionee is a former
employee of the Corporation whose Option, or portion thereof, is outstanding at the time the Change in
Control occurs by virtue of the application of one or more of the exceptions set forth in Section A.15(c) and
at least one of such exceptions is still applicable at the time the Change in Control occurs.