PNC Bank 2005 Annual Report Download - page 168

A.9 “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.
A.10 “Exchange Act” means the Securities Exchange Act of 1934 as amended and the rules and
regulations promulgated thereunder.
A.11 “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 Reload Option pursuant to the terms of the
Reload Agreement, subject to full payment of the aggregate Reload 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 Reload Agreement.
A.12 “Expiration Date.”
(a) Expiration Date. Expiration Date means the date on which the Reload Option expires, which
will be the tenth (10th) anniversary of the Original Option Grant Date unless the Reload Option
expires earlier pursuant to any of the provisions set forth in Sections A.12(b) through A.12(c);
provided, however, if there is a Change in Control, then notwithstanding Section A.12(c), to the
extent that the Reload Option is outstanding and vested or vests at the time the Change in
Control occurs, the Reload 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 Original Option 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 Reload 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.12(c) and at least one of such exceptions is still applicable at the time the
Change in Control occurs.
In no event will the Reload Option remain outstanding beyond the tenth (10th) anniversary of the
Original Option Grant Date.
(b) Termination for Cause. Upon a termination of Optionee’ s employment with the Corporation
for Cause, unless the Committee determines otherwise, the Reload 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 Reload 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) or (4) of this
Section A.12(c) apply to Optionee’ s circumstances and such applicable subsection specifies a
later expiration date for all or a portion of the Reload Option. If more than one of such