PNC Bank 2005 Annual Report Download - page 177

ANNEX A
CERTAIN DEFINITIONS
Except where the context otherwise indicates, the following definitions apply to the Reload
Nonstatutory Stock Option Agreement (“Reload Agreement”) to which this Annex A is attached.
A.1 “Board” means the Board of Directors of PNC.
A.2 “Cause” means:
(a) the willful and continued failure of Optionee to substantially perform Optionee’ s duties with
the Corporation (other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to Optionee by the
Board or the CEO that specifically identifies the manner in which the Board or the CEO believes
that Optionee has not substantially performed Optionee’ s duties; or
(b) the willful engaging by Optionee in illegal conduct or gross misconduct that is materially
and demonstrably injurious to PNC or any Subsidiary.
For purposes of the preceding clauses (a) and (b), no act or failure to act, on the part of Optionee,
shall be considered willful unless it is done, or omitted to be done, by Optionee in bad faith and
without reasonable belief that Optionee’ s action or omission was in the best interests of the
Corporation. Any act, or failure to act, based upon the instructions or prior approval of the
Board, the CEO or Optionee’ s superior or based upon the advice of counsel for the Corporation,
shall be conclusively presumed to be done, or omitted to be done, by Optionee in good faith and
in the best interests of the Corporation.
The cessation of employment of Optionee will be deemed to be a termination of Optionee’ s
employment with the Corporation for Cause for purposes of the Reload Agreement only if and
when there shall have been delivered to Optionee, as part of the notice of Optionee’ s
termination, a copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board, at a Board meeting called and held for the
purpose of considering such termination, finding on the basis of clear and convincing evidence
that, in the good faith opinion of the Board, Optionee is guilty of conduct described in clause (a)
or (b) above and, in either case, specifying the particulars thereof in detail. Such resolution shall
be adopted only after (1) reasonable notice of such Board meeting is provided to Optionee,
together with written notice that PNC believes that Optionee is guilty of conduct described in
clause (a) or (b) above and, in either case, specifying the particulars thereof in detail, and (2)
Optionee is given an opportunity, together with counsel, to be heard before the Board.
A.3 “CEO” means the chief executive officer of PNC.
A.4 “Change in Control” means a change of control of PNC of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Exchange Act, whether or
not PNC is then subject to such reporting requirement; provided, however, that without
limitation, a Change in Control shall be deemed to have occurred if:
(a) any Person, excluding employee benefit plans of the Corporation, is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor
provisions thereto), directly or indirectly, of securities of PNC representing twenty percent
(20%) or more of the combined voting power of PNC’ s then outstanding securities; provided,
however, that such an acquisition of beneficial ownership representing between twenty percent