PNC Bank 2005 Annual Report Download - page 182

(1) no determination that Optionee has engaged in Detrimental Conduct may be made on or
after the date of Optionee’ s death, and Detrimental Conduct will not apply to conduct by or
activities of beneficiaries or other successors to the Reload Option in the event of Optionee’ s
death;
(2) in the event that 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 Go od Reason, whether or not another exception is applicable, no determination
that Optionee has engaged in Detrimental Conduct for purposes of the Reload Agreement may
be made on or after such Termination Date; and
(3) no determination that Optionee has engaged in Detrimental Conduct may be made after the
occurrence of a Change in Control.
A.16 “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 fo llowing day for which there were reported trades.
A.17 “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
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 exis ted 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.18 “Optionee” means the person identified as Optionee on page 1 of the Reload Agreement.
A.19 “Original Option” has the meaning set forth in Section 1 of the Reload Agreement.