PNC Bank 2005 Annual Report Download - page 216

to have been achieved, and the Restricted Period with respect to the then outstanding Unvested Shares will
terminate on the date of Grantee’ s death.
The Restricted Shares which thereby become Awarded Shares will be released and reissued by
PNC to, or at the proper direction of, Grantee’ s legal representative pursuant to Section 9 as soon as
administratively practicable following such date.
7.4 Qualifying Disability Termination.
(a) In the event Grantee’ s employment with the Corporation is terminated prior to the third
(3rd) anniversary of the Grant Date by the Corporation by reason of Grantee’ s Total and Permanent
Disability, Unvested Shares will not be forfeited on Grantee’ s Termination Date. Instead, Unvested Shares
will, subject to the forfeiture provisions of Section 7.2, remain outstanding pending approval of the vesting
of the Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14
of Annex A.
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 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 7.4(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.
7.5 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 7.5(b),
then: (i) the 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 7.5(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of