PNC Bank 2005 Annual Report Download - page 218

determine that Grantee will receive, prior to termination of employment, a grant of a number of
Performance Units equal to all or a portion of the number of Unvested Shares that will be forfeited on
Grantee’ s Termination Date, such Performance Units to be granted upon such terms and conditions as they
may provide in the written agreement for such grant; provided, however, that any payment to be made by
PNC upon satisfaction of the conditions set forth in the agreement for such Performance Units will be made
solely in cash.
Upon the determination of the Committee or its delegate in their discretion that Grantee will be
entitled to a grant of Performance Units pursuant to this Section 7.6, such grant will automatically become
effective as of the day immediately prior to Grantee’ s Termination Date, subject to execution by both
parties of the Performance Unit agreement for such grant and provided that in no event will the number of
Performance Units so granted exceed the number of Unvested Shares that are forfeited by Grantee.
This provision for the grant of Performance Units upon such determination by the Committee or
its delegate is considered a feature of the Grant of the Restricted Shares, and the determination to make
such a grant of Performance Units will be considered an exercise of this feature of the Grant.
8. Change in Control. Notwithstanding anything in the Agreement to the contrary, upon the
occurrence of a Change in Control: (i) if Grantee is an employee of the Corporation as of the day
immediately preceding the Change in Control, the Continued Employment Performance Goal will be
deemed to have been achieved and the Restricted Period will terminate with respect to all then outstanding
Unvested Shares as of the day immediately preceding the Change in Control; (ii) if Grantee’ s employment
with the Corporation terminated prior to the occurrence of the Change in Control but the Unvested Shares
remained outstanding after such termination of employment pursuant to Section 7.4 and are still
outstanding pending approval of the vesting of such shares by the Designated Person specified in Section
A.14 of Annex A, then with respect to all Unvested Shares outstanding as of the day immediately preceding
the Change in Control, such vesting approval will be deemed to have been given, the Continued
Employment Performance Goal will be deemed to have been achieved, and the Restricted Period will
terminate, all as of the day immediately preceding the Change in Control; and (iii) 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.
9. Termination of Prohibitions. Following termination of the Restricted Period, PNC will
release and issue or reissue the then outstanding whole Restricted Shares that have become Awarded Shares
without the legend referred to in Section 3.
Upon release and issuance of shares that have become Awarded Shares, PNC or its designee will
deliver such whole shares to, or at the proper direction of, Grantee or Grantee’ s legal representative.
10. Payment of Taxes.
10.1 Internal Revenue Code Section 83(b) Election. In the event that Grantee makes an
Internal Revenue Code Section 83(b) election with respect to the Restricted Shares, Grantee shall satisfy all
applicable federal, state or local withholding tax obligations arising from that election either: (a) by
payment of cash; (b) by physical delivery to PNC of certificates for whole shares of PNC common stock
that are not subject to any contractual restriction, pledge or other encumbrance and that have been owned
by Grantee for at least six (6) months and, in the case of restricted stock, for which it has been at least six
(6) months since the restrictions lapsed; or (c) by a combination of cash and such stock. Any such tax
election shall be made pursuant to a form to be provided to Grantee by PNC on request. For purposes of
this Section 10.1, shares of PNC common stock that are used to satisfy applicable withholding tax
obligations will be valued at their Fair Market Value on the date the tax withholding obligation arises.
Grantee will provide to PNC a copy of any Internal Revenue Code Section 83(b) election filed by Grantee
with respect to the Restricted Shares not later than ten (10) days after the filing of such election.
10.2 Other Tax Liabilities. Where Grantee has not previously satisfied all applicable
withholding tax obligations, PNC will, at the time the tax withholding obligation arises, retain sufficient