PNC Bank 2005 Annual Report Download - page 230

7.2 Forfeiture for Detrimental Conduct. Unvested Shares that would otherwise remain
outstanding after Grantee’ s Termination Date, if any, will be forfeited by Grantee to PNC without payment
of any consideration by PNC in the event that, at any time prior to the date such shares become Awarded
Shares, PNC determines that Grantee has engaged in Detrimental Conduct; provided, however, that: (a)
this Section 7.2 will not apply to Restricted Shares that remain outstanding after Grantee’ s Termination
Date pursuant to Section 7.3 or Section 7.6, if any; (b) no determination that Grantee has engaged in
Detrimental Conduct may be made on or after the date of Grantee’s death; (c) Detrimental Conduct will
not apply to conduct by or activities of successors to the Restricted Shares by will or the laws of descent
and distribution in the event of Grantee’ s death; and (d) Detrimental Conduct will cease to apply to any
Restricted Shares upon a Change in Control.
7.3 Death. In the event of Grantee’ s death while an employee of the Corporation and prior to
the fifth (5th) anniversary of the Grant Date, all remaining applicable Continued Employment Performance
Goals will be deemed to have been achieved, and the Restricted Period or Periods with respect to all then
outstanding Unvested Shares, if any, 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 fifth
(5th) 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 or relevant
portion thereof by the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of
First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or
Third Tranche shares, respectively, then the Restricted Period applicable to such shares 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 in the case of First Tranche shares, or the fourth (4th) or fifth (5th)
anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively, 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 or relevant portion thereof is affirmatively
approved by the Designated Person on or prior to the last day of the applicable Restricted Period, including
any extension of such Restricted Period, if applicable, then the applicable Continued Employment
Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any
such Unvested Shares then outstanding will terminate as of the end of the day on the later of (i) the date of
such approval and (ii) the day immediately preceding the third (3rd) anniversary of the Grant Date in the
case of First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of
Second or Third Tranche shares, respectively. The Restricted Shares outstanding at the termination of such
applicable 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 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.