PNC Bank 2005 Annual Report Download - page 197

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 following 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 existed 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.
A.20 “Original Option Grant Date” is the date as of which the Original Option was granted.
A.21 “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes
any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.
A.22 “PNC” means The PNC Financial Services Group, Inc.
A.23 “Reload Option” means the Nonstatutory Stock Option granted to Optionee in Section 1 of
the Reload Agreement pursuant to which Optionee may purchase shares of PNC common stock
as provided in the Reload Agreement.
A.24 “Reload Option Grant Date” means the date set forth as the Reload Option Grant Date on
page 1 of the Reload Agreement, which is the date the Original Option was exercised in
accordance with the terms of the Addendum to the Original Option stock option agreement.