PNC Bank 2005 Annual Report Download - page 179

A.8 “Committee” means the Personnel and Compensation Committee of the Board or such
person or persons as may be designated by that committee as its delegate.
A.9 “Competitive Activity” means, for purposes of the Reload Agreement, any participation in,
employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion
or organization of, any Person other than PNC or any Subsidiary (1) engaged in business
activities similar to some or all of the business activities of PNC or any Subsidiary as of
Optionee’ s Termination Date or (2) engaged in business activities that Optionee knows PNC or
any Subsidiary intends to enter within the first twelve (12) months after Optionee’ s Termination
Date or, if later and if applicable, after the date specified in clause (2) of Section A.12(i), in
either case whether Optionee is acting as agent, consultant, independent contractor, employee,
officer, director, investor, partner, shareholder, proprietor or in any other individual or
representative capacity therein.
A.10 “Corporation” means PNC and its Subsidiaries.
A.11 “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.12 “Detrimental Conduct” means, for purposes of the Reload Agreement:
(i) Optionee has engaged, without the prior written consent of PNC (at PNC’ s sole discretion),
in any Competitive Activity in the continental United States at any time during the period
commencing on Optionee’ s Termination Date and extending through the first (1st) anniversary of
the later of (1) Optionee’ s Termination Date and, if different, (2) the first date after Optionee’ s
Termination Date as of which Optionee ceases to be engaged by the Corporation in any capacity
for which Optionee receives compensation from the Corporation, including but not limited to
acting for compensation as a consultant, independent contractor, employee, officer, director or
advisory director;
(ii) a material breach by Optionee of (1) any code of conduct of PNC or a Subsidiary or (2)
other written policy of PNC or a Subsidiary, in either case required by law or established to
maintain compliance with applicable law;
(iii) any act of fraud, misappropriation, material dishonesty, or embezzlement by Optionee
against PNC or a Subsidiary or any client or customer of PNC or a Subsidiary;
(iv) any conviction (including a plea of guilty or of nolo contendere) of Optionee for, or entry
by Optionee into a pre-trial disposition with respect to, the commission of a felony that relates to
or arises out of Optionee’ s employment or other service relationship with the Corporation; or
(v) entry of any order against Optionee, by any governmental body having regulatory authority
with respect to the business of PNC or any Subsidiary, that relates to or arises out of Optionee’ s
employment or other service relationship with the Corporation.
Optionee will be deemed to have engaged in Detrimental Conduct for purposes of the Reload
Agreement only if and when the CEO or his or her designee (or, if Optionee is the CEO, the
Board) determines that Optionee has engaged in conduct described in clause (i) above, that
Optionee is guilty of conduct described in clause (ii) or (iii) above, or that an event described in