PNC Bank 2005 Annual Report Download - page 158

In no event will the Option remain outstanding beyond the tenth (10th) anniversary of the Grant Date.
(b) Termination for Cause. Upon a termination of Optionee’ s employment with the Corporation for Cause,
unless the Committee determines otherwise, the Option will expire at the close of business on Optionee’ s
Termination Date with respect to all Covered Shares, whether or not vested and whether or not Optionee is
eligible to Retire or Optionee’ s employment also terminates for another reason.
(c) Ceasing to be an Employee other than by Termination for Cause. If Optionee ceases to be an employee
of the Corporation other than by termination of Optionee’ s employment for Cause, then unless the
Committee determines otherwise, the Option will expire at the close of business on Optionee’ s Termination
Date with respect to all Covered Shares, whether or not vested, except to the extent that the provisions set
forth in subsection (1), (2), (3), (4) or (5) of this Section A.15(c) apply to Optionee’ s circumstances and
such applicable subsection specifies a later expiration date for all or a portion of the Option. If more than
one of such exceptions is applicable to the Option or a portion thereof, then the Option or such portion of
the Option will expire in accordance with the provisions of the subsection that specifies the latest expiration
date.
(1) Retirement. If the termination of Optionee’ s employment with the Corporation meets the definition of
Retirement, then the Option will expire on the tenth (10th) anniversary of the Grant Date with respect to any
Covered Shares as to which the Option is vested on the Retirement date.
(2) Death. If Optionee’ s employment with the Corporation is terminated by reason of Optionee’ s death,
then the Option will expire on the tenth (10th) anniversary of the Grant Date.
(3) Termination during a Coverage Period without Cause or with Good Reason. If Optionee’ s
employment with the Corporation is terminated (other than by reason of Optionee’ s death) during a
Coverage Period by the Corporation without Cause or by Optionee with Good Reason, then the Option will
expire on the third (3rd) anniversary of such Termination Date (but in no event later than on the tenth (10th)
anniversary of the Grant Date).
(4) Total and Permanent Disability. If Optionee’ s employment is terminated by the Corporation by reason
of Total and Permanent Disability, then the Option will expire on the third (3rd) anniversary of such
Termination Date (but in no event later than on the tenth (10th) anniversary of the Grant Date).
(5) DEAP or Agreement or Arrangement in lieu of or in addition to DEAP. In the event that (a)
Optionee’ s employment with the Corporation is terminated by the Corporation, and Optionee is offered and
has entered into the standard Waiver and Release Agreement with PNC or a Subsidiary under an applicable
PNC or Subsidiary Displaced Employee Assistance Plan, or any successor plan by whatever name known
(“DEAP”), or Optionee is offered and has entered into a similar waiver and release agreement between
PNC or a Subsidiary and Optionee pursuant to the terms of an agreement or arrangement entered into by
PNC or a Subsidiary and Optionee in lieu of or in addition to the DEAP, and (b) Optionee has not revoked
such waiver and release agreement, and (c) the time for revocation of such waiver and release agreement by
Optionee has lapsed, then the Option will expire at the close of business on the ninetieth (90th) day after
Optionee’ s Termination Date (but in no event later than on the tenth (10th) anniversary of the Grant Date)
with respect to any Covered Shares as to which the Option has already become vested; provided, however,
that if Optionee returns to employment with the Corporation no later than said ninetieth (90th) day, then for
purposes of the Agreement, the entire Option, whether vested or unvested, will be treated as if the
termination of Optionee’ s employment with the Corporation had not occurred.
If the Option is vested and will expire on Optionee’ s Termination Date unless the conditions set forth in
this Section A.15(c)(5) are met, then such vested Option will not terminate on the Termination Date, but
Optionee will not be able to exercise the Option after such Termination Date unless and until all of the
conditions set forth in this Section A.15(c)(5) have been met and the Option will terminate on the ninetieth