PNC Bank 2005 Annual Report Download - page 170

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 participating, at costs substantially similar to those paid by Optionee,
immediately prior to the CIC Triggering Event or the Change in Control.
A.15 “Optionee” means the person identified as Optionee on page 1 of the Reload Agreement.
A.16 “Original Option” has the meaning set forth in Section 1 of the Reload Agreement.
A.17 “Original Option Grant Date” is the date as of which the Original Option was granted.
A.18 “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes
any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.
A.19 “PNC” means The PNC Financial Services Group, Inc.
A.20 “Reload Option” means the Nonstatutory Stock Option granted to Optionee in Section 1 of
the Reload Agreement pursuant to which Optionee may purchase shares of PNC common stock
as provided in the Reload Agreement.
A.21 “Reload Option Grant Date” means the date set forth as the Reload Option Grant Date on
page 1 of the Reload Agreement, which is the date the Original Option was exercised in
accordance with the terms of the Addendum to the Original Option stock option agreement.
A.22 “Reload Option Price” means the dollar amount per share of PNC common stock set forth
as the Reload Option Price on page 1 of the Reload Agreement.
A.23 “Retiree” means an Optionee who has Retired.
A.24 “Retire” or “Retirement” means termination of Optionee’ s employment with the
Corporation (a) at any time on or after the first day of the first month coincident with or next
following the date on which Optionee attains age fifty-five (55) and completes five (5) years of
service (as determined in the same manner as the determination of five years of Vesting Service
under the provisions of The PNC Financial Services Group, Inc. Pension Plan) with the
Corporation and (b) for a reason other than termination by reason of Optionee’ s death or by the
Corporation for Cause or, unless the Committee determines otherwise, termination in connection
with a divestiture of assets or of one or more Subsidiaries.
A.25 “Right(s)” means stock appreciation right(s) in accordance with the terms of Article 7 of
the Plan.
A.26 “SEC” means the U.S. Securities and Exchange Commission.
A.27 “Termination Date” means Optionee’ s last date of employment with the Corporation. If
Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does
not continue to be employed by PNC or a Subsidiary, then for purposes of the Reload
Agreement, Optionee’ s employment with the Corporation terminates effective at the time this
occurs.