PNC Bank 2005 Annual Report Download - page 229

Period unless and until forfeited pursuant to the terms of the Agreement.
Any certificate or certificates representing Restricted Shares will contain the following legend:
“This certificate and the shares of stock represented hereby are subject to the terms and conditions
(including forfeiture and restrictions against transfer) contained in The PNC Financial Services
Group, Inc. 1997 Long-Term Incentive Award Plan as amended and an Agreement entered into
between the registered owner and The PNC Financial Services Group, Inc. Release from such
terms and conditions will be made only in accordance with the provisions of such Plan and such
Agreement, a copy of each of which is on file in the office of the Corporate Secretary of The PNC
Financial Services Group, Inc.”
Where a book-entry system is used with respect to the issuance of Restricted Shares, appropriate
notation of such forfeiture possibility and transfer restrictions will be made on the system with respect to
the account or accounts to which the Restricted Shares are credited.
Restricted Shares deposited with PNC or its designee during the term of the applicable Restricted
Period that become Awarded Shares as provided in Section A.1 of Annex A will be released and reissued
to, or at the proper direction of, Grantee or Grantee’ s legal representative pursuant to Section 9 as soon as
administratively practicable following the end of the Restricted Period applicable to such shares.
4. Rights as Shareholder. Except as provided in Section 6 and subject to Section 7.6(c), if
applicable, and to Section 17, Grantee will have all the rights and privileges of a shareholder with respect to
the Restricted Shares including, but not limited to, the right to vote the Restricted Shares and the right to
receive dividends thereon if and when declared by the Board; provided, however, that all such rights and
privileges will cease immediately upon any forfeiture of such shares.
5. Capital Adjustments. Restricted Shares awarded hereunder will, as issued and
outstanding shares of PNC common stock, be subject to such adjustment as may be necessary to reflect
corporate transactions, including, without limitation, stock dividends, stock splits, spin-offs, split-offs,
recapitalizations, mergers, consolidations or reorganizations of or by PNC; provided, however, that any
shares received as distributions on or in exchange for Unvested Shares will be subject to the terms and
conditions of the Agreement as if they were Restricted Shares, and will have the same Restricted Period
and Performance Goal that are applicable to the Restricted Shares that such shares were a distribution on or
for which such shares were exchanged.
6. Prohibitions Against Sale, Assignment, etc. Unvested Shares may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered, other than by will or the laws of
descent and distribution or as may be required pursuant to Section 10.2, unless and until the applicable
Restricted Period terminates and the Awarded Shares are released and reissued by PNC pursuant to
Section 9.
7. Forfeiture; Death; Qualifying Disability Termination; Termination in Anticipation of
Change in Control; Other Terminations.
7.1 Forfeiture on Termination of Employment. Except as otherwise provided in and subject
to the conditions of Section 7.3, Section 7.4(a), Section 7.5, Section 7.6(a), Section 7.6(b), or Section 8, if
applicable, in the event that Grantee’ s employment with the Corporation terminates prior to the fifth (5th)
anniversary of the Grant Date, all Restricted Shares that are Unvested Shares on Grantee’ s Termination
Date will be forfeited by Grantee to PNC without payment of any consideration by PNC.
Upon forfeiture of Unvested Shares pursuant to the provisions of this Section 7.1 or the provisions
of Section 7.2, Section 7.4(b), or Section 7.6(d), neither Grantee nor any successors, heirs, assigns or legal
representatives of Grantee will thereafter have any further rights or interest in such Unvested Shares or any
certificate or certificates representing such Unvested Shares.