PNC Bank 2005 Annual Report Download - page 185

(c) If Optionee’ s employment with the Corporation is terminated by reason of Optionee’ s death, the
Reload Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise
vested, and the Reload Option may be exercised by Optionee’ s properly designated beneficiary, by the
person or persons entitled to do so under Optionee’ s will, or by the person or persons entitled to do so
under the applicable laws of descent and distribution.
(h) If, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the
Change in Control triggered by the CIC Triggering Event, Optionee’ s employment with the Corporation is
terminated by the Corporation without Cause or by Optionee with Good Reason, the Reload Option will
vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on
Optionee’ s Termination Date.
(e) Notwithstanding any other provision of this Section 2.2, to the extent that the Reload Option is
outstanding but not yet fully vested at the time a Change in Control occurs, the Reload Option will vest as
to all then outstanding Covered Shares as to which it has not otherwise vested, effective as of the day
immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in
Control occurs, Optionee is either (i) an employee of the Corporation or (ii) a former employee of the
Corporation whose unvested Reload Option, or portion thereof, is then outstanding and continues to qualify
for vesting pursuant to the terms of Section 2.2(a).
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.
2.3 Nontransferability; Designation of Beneficiary. The Reload Option is not transferable or assignable
by Optionee other than by transfer to a properly designated beneficiary in the event of death, or by will or
the laws of descent and distribution.
During Optionee’ s lifetime, the Reload Option may be exercised only by Optionee or, in the event of
Optionee’ s legal incapacity, by his or her legal representative.
During Optionee’ s lifetime, Optionee may file with PNC, at such address and in such manner as PNC may
from time to time direct, on a form to be provided by PNC on request, a designation of a beneficiary or
beneficiaries (a “properly designated beneficiary”) to hold and exercise Optionee’ s stock options, to the
extent outstanding and exercisable, in accordance with their respective stock option agreements and the
Plan in the event of Optionee’ s death. In the absence of a properly designated beneficiary, the Reload
Option will be held and may be exercised by the person or persons entitled to do so under Optionee’ s will
or under the applicable laws of descent and distribution.
3. Capital Adjustments. The number and class of Covered Shares as to which the Reload Option is
outstanding and has not yet been exercised and the Reload Option Price will be subject to such adjustment,
if any, as the Committee in its sole discretion deems appropriate to reflect corporate transactions (including,
without limitation, stock dividends, stock splits, spin-offs, split-offs, recapitalizations, mergers,
consolidations or reorganizations of or by PNC (each, a “Corporate Transaction”)), including without
limitation cancellation of the Reload Option immediately prior to the effective time of the Corporate
Transaction and payment, in cash, in consideration therefor, of an amount equal to the product of (a) the
excess, if any, of the per share value of the consideration payable to a PNC common shareholder in
connection with such Corporate Transaction over the Reload Option Price and (b) the total number of
Covered Shares subject to the Reload Option that were outstanding and unexercised immediately prior to
the effective time of the Corporate Transaction.
All determinations hereunder will be made by the Committee in its sole discretion and will be final, binding
and conclusive for all purposes on all parties, including without limitation the holder of the Reload Option.
No fractional shares will be issued on exercise of the Reload Option. PNC will determine the manner in
which any fractional shares will be treated.