PNC Bank 2005 Annual Report Download - page 195

A.15 “Expiration Date.”
(a) Expiration Date. Expiration Date means the date on which the Reload Option expires, which
will be the tenth (10th) anniversary of the Original Option Grant Date unless the Reload Option
expires earlier pursuant to any of the provisions set forth in Sections A.15(b) through A.15(d);
provided, however, if there is a Change in Control, then notwithstanding Sections A.15(c) and
A.15(d), to the extent that the Reload Option is outstanding and vested or vests at the time the
Change in Control occurs, the Reload Option will not expire at the earliest before the close of
business on the ninetieth (90th) day after the occurrence of the Change in Control (or the tenth
(10th) anniversary of the Original Option Grant Date if earlier), provided that either (1) Optionee
is an employee of the Corporation at the time the Change in Control occurs and Optionee’ s
employment with the Corporation is not terminated for Cause or (2) Optionee is a former
employee of the Corporation whose Reload Option, or portion thereof, is outstanding at the time
the Change in Control occurs by virtue of the application of one or more of the exceptions set
forth in Section A.15(c) and at least one of such exceptions is still applicable at the time the
Change in Control occurs.
In no event will the Reload Option remain outstanding beyond the tenth (10th) anniversary of the
Original Option Grant Date.
(b) Termination for Cause. Upon a termination of Optionee’ s employment with the Corporation
for Cause, unless the Committee determines otherwise, the Reload Option will expire at the
close of business on Optionee’ s Termination Date with respect to all Covered Shares, whether or
not vested and whether or not Optionee is eligible to Retire or Optionee’ s employment also
terminates for another reason.
(c) Ceasing to be an Employee other than by Termination for Cause. If Optionee ceases to be
an employee of the Corporation other than by termination of Optionee’ s employment for Cause,
then unless the Committee determines otherwise, the Reload Option will expire at the close of
business on Optionee’ s Termination Date with respect to all Covered Shares, whether or not
vested, except to the extent that the provisions set forth in subsection (1), (2), (3), (4) or (5) of
this Section A.15(c) apply to Optionee’ s circumstances and such applicable subsection specifies
a later expiration date for all or a portion of the Reload Option. If more than one of such
exceptions is applicable to the Reload Option or a portion thereof, then the Reload Option or
such portion of the Reload Option will expire in accordance with the provisions of the
subsection that specifies the latest expiration date.
(1) Retirement. If the termination of Optionee’ s employment with the Corporation meets the
definition of Retirement, then the Reload Option will expire on the tenth (10th) anniversary of
the Original Option Grant Date with respect to any Covered Shares as to which the Reload
Option is vested on the Retirement date or thereafter vests pursuant to Section 2.2 of the Reload
Agreement.
(2) Death. If Optionee’ s employment with the Corporation is terminated by reason of
Optionee’ s death, then the Reload Option will expire on the tenth (10th) anniversary of the
Original Option Grant Date.
(3) Termination during a Coverage Period without Cause or with Good Reason. If 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 Good Reason,
then the Reload Option will expire on the third (3rd) anniversary of such Termination Date (but
in no event later than on the tenth (10th) anniversary of the Original Option Grant Date).