PNC Bank 2005 Annual Report Download - page 217

the first or second paragraph, as the case may be, of Section 7.5(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 7.5(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 7.5(a) if:
(i) Grantee terminates Grantee’ s employment with Good Reason; (ii) the circumstance or event that
constitutes Good Reason (a) occurs 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.
For purposes of this Section 7.5(b) only, Grantee will have the burden of proving that the
requirements of clause (ii) of the first or second paragraph of this Section 7.5(b), as the case may be, have
been met and the standard of proof to be met by Grantee will be clear and convincing evidence.
For purposes of this Section 7.5(b) only, the definition of Change in Control in Section A.6 of
Annex A will exclude the proviso in Section A.6(a).
(c) If the Unvested Shares will be forfeited by Grantee to PNC by reason of Grantee’ s
termination of employment with the Corporation pursuant to Section 7.1 unless all of the conditions set
forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the cas e may be, of Section 7.5(b) are
met, then in the event that the record date for any dividend payable with respect to the Unvested Shares
occurs on or after Grantee’ s Termination Date but prior to the time 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 7.5(b) have been met, such
dividend will be held, without interest, pending satisfaction of all of such conditions. In the event that one
or more of the conditions of Section 7.5(b) are not met, any dividend being held pending satisfaction of
such conditions will be forfeited by Grantee to PNC without payment of any consideration by PNC.
(d) If the Unvested Shares will be forfeited by Grantee to PNC by reason of Grantee’ s
termination of employment with the Corporation pursuant to Section 7.1 unless 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 7.5(b) are
met, then the Restricted Shares will remain outstanding pending satisfaction of all of those conditions.
Upon the failure of any required condition, all such Unvested Shares will be forfeited by Grantee to PNC
on the date such failure occurs without payment of any consideration by PNC.
7.6 Other Terminations. In the event that Grantee’ s employment with the Corporation will
terminate prior to the third (3rd) anniversary of the Grant Date, whether by reason of Retirement or
otherwise, the Committee or its delegate may determine, in their sole discretion, with respect to some or all
of the Unvested Shares outstanding as of the day prior to Grantee’ s Termination Date, that (i) the Three-
Year Continued Employment Performance Goal will be deemed to have been achieved and (ii) the
Restricted Period with respect to such shares will terminate as of the end of the day on the day immediately
preceding Grantee’ s Termination Date, in which case such shares will become Awarded Shares prior to
Grantee’ s termination of employment and will be released and reissued by PNC pursuant to Section 9.
In the alternative, if Grantee’ s employment with the Corporation will terminate prior to the third
(3rd) anniversary of the Grant Date and Grantee’ s Unvested Shares will be forfeited as of Grantee’ s
Termination Date pursuant to Section 7.1, the Committee or its delegate may, in their sole discretion,