PNC Bank 2005 Annual Report Download - page 178

(20%) and forty percent (40%), inclusive, of such voting power shall not be considered a Change
in Control if the Board approves such acquisition either prior to or immediately after its
occurrence;
(b) PNC consummates a merger, consolidation, share exchange, division or other reorganization
or transaction of PNC (a “Fundamental Transaction”) with any other corporation, other than a
Fundamental Transaction that results in the voting securities of PNC outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least sixty percent (60%) of the combined voting
power immediately after such Fundamental Transaction of (i) PNC’ s outstanding securities,
(ii) the surviving entity’ s outstanding securities, or (iii) in the case of a division, the outstanding
securities of each entity resulting from the division;
(c) the shareholders of PNC approve a plan of complete liquidation or winding-up of PNC or an
agreement for the sale or disposition (in one transaction or a series of transactions) of all or
substantially all of PNC’ s assets;
(d) as a result of a proxy contest, individuals who prior to the conclusion thereof constituted the
Board (including for this purpose any new director whose election or nomination for election by
PNC’ s shareholders in connection with such proxy contest was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who were directors prior to such proxy
contest) cease to constitute at least a majority of the Board (excluding any Board seat that is
vacant or otherwise unoccupied);
(e) during any period of twenty-four (24) consecutive months, individuals who at the beginning
of such period constituted the Board (including for this purpose any new director whose election
or nomination for election by PNC’ s shareholders was approved by a vote of at least two-thirds
(2/3rds) of the directors then still in office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board (excluding any Board seat that
is vacant or otherwise unoccupied); or
(f) the Board determines that a Change in Control has occurred.
Notwithstanding anything to the contrary herein, a divestiture or spin-off of a subsidiary or
division of PNC or any of its Subsidiaries shall not by itself constitute a Change in Control.
A.5 “CIC Failure” means the following:
(a) with respect to a CIC Triggering Event described in Section A.7(a), PNC’ s shareholders vote
against the transaction approved by the Board or the agreement to consummate the transaction is
terminated; or
(b) with respect to a CIC Triggering Event described in Section A.7(b), the proxy contest fails
to replace or remove a majority of the members of the Board.
A.6 “CIC Severance Agreement” means the written agreement, if any, between Optionee and
PNC providing, among other things, for certain change in control severance benefits.
A.7 “CIC Triggering Event” means the occurrence of either of the following:
(a) the Board or PNC’ s shareholders approve a transaction described in Subsection (b) of the
definition of Change in Control contained in Section A.4; or
(b) the commencement of a proxy contest in which any Person seeks to replace or remove a
majority of the members of the Board.