PNC Bank 2005 Annual Report Download - page 231

If by the end of the applicable Restricted Period, including any extension of such Restricted Period
pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither
affirmatively approved nor disapproved 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 at the close of business on the last day of the applicable
Restricted Period without payment of any consideration by PNC.
7.5 Other Terminations. In the event that Grantee’ s employment with the Corporation will
terminate prior to the fifth (5th) 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) all applicable
Continued Employment Performance Goals will be deemed to have been achieved and (ii) the applicable
Restricted Periods 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 fifth
(5th) 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,
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 7.5, 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.
7.6 Termination in Anticipation of a Change in Control.
(a) Notwithstanding anything in the Agreement to the contrary, if, 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 and prior to the fifth (5th) anniversary of the Grant Date, Grantee’ s employment
is terminated (other than by reason of Grantee’ s death) by the Corporation without Cause or by Grantee for
Good Reason, or if Grantee’ s employment is deemed to have been so terminated pursuant to Section 7.6(b),
then: (i) 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 as of the end of the day on the day immediately preceding Grantee’ s Termination Date (or, in
the case of a qualifying termination pursuant to Section 7.6(b), the date 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 7.6(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 7.6(a) if: (i)