PNC Bank 2005 Annual Report Download - page 159

(90th) day after Optionee’ s Termination Date (but in no event later than on the tenth (10th) anniversary of
the Grant Date).
(d) Detrimental Conduct. If the Option would otherwise remain outstanding after Optionee’ s Termination
Date with respect to any of the Covered Shares pursuant to one or more of the exceptions set forth in the
subsections of Section A.15(c), then notwithstanding the provisions of such exception or exceptions, the
Option will expire on the date that PNC determines that Optionee has engaged in Detrimental Conduct, if
earlier than the date on which the Option would otherwise expire; provided, however, that:
(1) no determination that Optionee has engaged in Detrimental Conduct may be made on or after the date
of Optionee’ s death, and Detrimental Conduct will not apply to conduct by or activities of beneficiaries or
other successors to the Option in the event of Optionee’ s death;
(2) in the event that 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, whether or not another exception is applicable, no determination that Optionee has engaged in
Detrimental Conduct for purposes of the Agreement may be made on or after such Termination Date; and
(3) no determination that Optionee has engaged in Detrimental Conduct may be made after the occurrence
of a Change in Control.
A.16 “Fair Market Value” as it relates to a share of PNC common stock means the average of the reported
high and low trading prices of a share of PNC common stock on the New York Stock Exchange (or such
successor reporting system as PNC may select) on the relevant date, or, if no PNC common stock trades
have been reported on such exchange for that day, the average of such prices on the next preceding day and
the next following day for which there were reported trades.
A.17 “Good Reason” means:
(a) the assignment to Optionee of any duties inconsistent in any respect with Optionee’ s position
(including status, offices, titles and reporting requirements), authority, duties or responsibilities
immediately prior to either the CIC Triggering Event or the Change in Control, or any other action by the
Corporation that results in a diminution in any respect in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is
remedied by the Corporation promptly after receipt of notice thereof given by Optionee;
(b) a reduction by the Corporation in Optionee’ s annual base salary as in effect on the Grant Date, as the
same may be increased from time to time;
(c) the Corporation’ s requiring Optionee to be based at any office or location that is more than fifty (50)
miles from Optionee’ s office or location immediately prior to either the CIC Triggering Event or the
Change in Control;
(d) the failure by the Corporation (i) to continue in effect any bonus, stock option or other cash or equity-
based incentive plan in which Optionee participates immediately prior to either the CIC Triggering Event
or the Change in Control that is material to Optionee’ s total compensation, unless a substantially equivalent
arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such
plan, or (ii) to continue Optionee’ s participation in such plan (or in such substitute or alternative plan) on a
basis at least as favorable, both in terms of the amount of benefits provided and the level of Optionee’ s
participation relative to other participants, as existed immediately prior to the CIC Triggering Event or the
Change in Control; or
(e) the failure by the Corporation to continue to provide Optionee with benefits substantially similar to
those received by Optionee under any of the Corporation’ s pension (including, but not limited to, tax-
qualified plans), life insurance, health, accident, disability or other welfare plans in which Optionee was