PNC Bank 2005 Annual Report Download - page 202

If such Unvested Shares are still outstanding but the Designated Person has not made an
affirmative determination to either approve or disapprove the vesting of the Unvested Shares by the day
immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be
automatically extended through the first to occur of: (1) the day the Designated Person makes an
affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the
third (3rd) anniversary of the Grant Date, if the Designated Person is the Chief Human Resources Officer of
PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee,
whichever is applicable.
If the vesting of the then outstanding Unvested Shares is affirmatively approved by the Designated
Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period,
if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been
achieved, and the Restricted Period with respect to any then outstanding Unvested Shares will terminate as
of the end of the day on the date of such approval or the day immediately preceding the third (3rd)
anniversary of the Grant Date, whichever is later. The Restricted Shares outstanding at the termination of
the Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to
Section 9.
(b) If the Designated Person disapproves the vesting of the Unvested Shares that had
remained outstanding after Grantee’ s Termination Date pending approval of vesting, then all such
Unvested Shares that are still outstanding will be forfeited by Grantee to PNC on such disapproval date
without payment of any consideration by PNC.
If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to
the second paragraph of Section 7.5(a), if applicable, the Designated Person has neither affirmatively
approved nor disapproved the vesting of the Unvested Shares that had remained outstanding after Grantee’ s
Termination Date pending approval of vesting, then all such Unvested Shares that are still outstanding will
be forfeited by Grantee to PNC at the close of business on the last day of the Restricted Period without
payment of any consideration by PNC.
7.6 Termination in Anticipation of a Change in Control.
(a) Notwithstanding anything in the Agreement to the contrary, 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 and prior to the third (3rd) anniversary of the Grant Date, Grantee’ s employment
is terminated (other than by reason of Grantee’ s death) by the Corporation without Cause or by Grantee for
Good Reason, or if Grantee’ s employment is deemed to have been so terminated pursuant to Section 7.6(b),
then: (i) the Three-Year Continued Employment Performance Goal will be deemed to have been achieved
and the Restricted Period with respect to any then outstanding Unvested Shares will terminate as of the end
of the day on the day immediately preceding Grantee’ s Termination Date (or, in the case of a qualifying
termination pursuant to Section 7.6(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of
the first or second paragraph, as the case may be, of Section 7.6(b) are met); and (ii) all Restricted Shares
that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as
administratively practicable following such date.
(b) Grantee’s employment will also be deemed to have been terminated by the Corporation
without Cause 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 for purposes of Section 7.6(a) if: (i)
Grantee’ s employment is terminated by the Corporation without Cause; (ii) such termination of
employment (a) was at the request of a third party that has taken steps reasonably calculated to effect a
Change in Control or (b) otherwise arose in anticipation of a Change in Control; and (iii) a CIC Triggering
Event or a Change in Control occurs within three (3) months of such termination of employment.
Grantee’ s employment will also be deemed to have been terminated by Grantee for Good Reason
after the occurrence of a CIC Triggering Event but prior to a CIC Failure for purposes of Section 7.6(a) if: