PNC Bank 2005 Annual Report Download - page 169

exceptions is applicable to the Reload Option or a portion thereof, then the Reload Option or
such portion of the Reload Option will expire in accordance with the provisions of the
subsection that specifies the latest expiration date.
(1) Retirement after Vesting. If the termination of Optionee’ s employment with the Corporation
meets the definition of Retirement and the Reload Option has already vested or vests
commencing on such Termination Date pursuant to Section 2.2 of the Reload Agreement, then
the Reload Option will expire on the third (3rd) anniversary of Optionee’ s Retirement date (but in
no event later than on the tenth (10th) anniversary of the Original Option Grant Date).
(2) Death. If Optionee’ s employment with the Corporation is terminated by reason of
Optionee’ s death, then the Reload Option will expire on the first (1st) anniversary of the date of
Optionee’ s death (but in no event later than on the tenth (10th) anniversary of the Original Option
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 Reload 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 Original Option Grant Date) with
respect to any Covered Shares as to which the Reload Option is vested on such date or vests on
such Termination Date pursuant to Section 2.2 of the Reload Agreement.
(4) Total and Permanent Disability. If Optionee’ s employment is terminated by the
Corporation by reason of Total and Permanent Disability, then the Reload 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 Original Option Grant Date).
A.13 “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.14 “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 Original
Option 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