PNC Bank 2005 Annual Report Download - page 228

FORM OF 5-YEAR RESTRICTED STOCK AGREEMENT
Restricted Stock Grant
Continued Employment Performance Goals
Restricted Periods: Three Years (25%); Four Years (25%); Five Years (50%)
THE PNC FINANCIAL SERVICES GROUP, INC.
1997 LONG-TERM INCENTIVE AWARD PLAN
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RESTRICTED STOCK AGREEMENT
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GRANTEE: < name >
GRANT DATE: _____________, 200__
SHARES: < number of whole shares>
1. Grant of Restricted Shares. Pursuant to Article 12 of The PNC Financial Services Group,
Inc. 1997 Long-Term Incentive Award Plan as amended from time to time (“Plan”), and subject to the
terms and conditions of this Restricted Stock Agreement (“Agreement”), The PNC Financial Services
Group, Inc. (“PNC”) hereby grants to the Grantee named above (“Grantee”) an Incentive Share Award (as
defined in the Plan) of the number of shares of PNC common stock set forth above, and, upon acceptance
of the Grant by Grantee in accordance with Section 17, will cause the issuance of said shares to Grantee
subject to the terms and conditions of the Agreement and the Plan.
The shares granted and issued to Grantee hereby as an Incentive Share Award subject to the terms
and conditions of the Agreement and the Plan are hereafter referred to as the “Restricted Shares.”
For purposes of determining the Restricted Period and Continued Employment Performance Goal
applicable to each portion of the Restricted Shares under the Agreement, the Restricted Shares are divided
into three “Tranches” as follows:
(a) twenty-five percent (25%) of these shares (rounded down to the nearest whole share) are
in the First Tranche of Restricted Shares;
(b) another twenty-five percent (25%) of these shares (rounded down to the nearest whole
share) are in the Second Tranche of Restricted Shares; and
(c) the remaining fifty percent (50%) of these shares are in the Third Tranche of Restricted
Shares.
2. Definitions. Terms defined in the Plan are used in the Agreement as defined in the Plan
unless otherwise defined in Annex A (attached hereto and incorporated herein by reference) or elsewhere in
the Agreement.
3. Terms of Grant. The Grant is subject to the following terms and conditions:
Restricted Shares are subject to the Restricted Period applicable to such shares as provided in
Section A.27 of Annex A. Once issued in accordance with Section 17, Restricted Shares will be deposited
with PNC or its designee, or credited to a book-entry account, during the term of the applicable Restricted