PNC Bank 2005 Annual Report Download - page 232

Grantee’ s employment is terminated by the Corporation without Cause; (ii) such termination of
employment (a) was at the request of a third party that has taken steps reasonably calculated to effect a
Change in Control or (b) otherwise arose in anticipation of a Change in Control; and (iii) a CIC Triggering
Event or a Change in Control occurs within three (3) months of such termination of employment.
Grantee’ s employment will also be deemed to have been terminated by Grantee for Good Reason
after the occurrence of a CIC Triggering Event but prior to a CIC Failure for purposes of Section 7.6(a) if:
(i) Grantee terminates Grantee’ s employment with Good Reason; (ii) the circumstance or event that
constitutes Good Reason (a) occurs at the request of a third party that has taken steps reasonably calculated
to effect a Change in Control or (b) otherwise arose in anticipation of a Change in Control; and (iii) a CIC
Triggering Event or a Change in Control occurs within three (3) months of such termination of
employment.
For purposes of this Section 7.6(b) only, Grantee will have the burden of proving that the
requirements of clause (ii) of the first or second paragraph of this Section 7.6(b), as the case may be, have
been met and the standard of proof to be met by Grantee will be clear and convincing evidence.
For purposes of this Section 7.6(b) only, the definition of Change in Control in Section A.6 of
Annex A will exclude the proviso in Section A.6(a).
(c) If Unvested Shares will be forfeited by Grantee to PNC by reason of Grantee’ s
termination of employment with the Corporation pursuant to Section 7.1 unless 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, then in the event that the record date for any dividend payable with respect to such Unvested Shares
occurs on or after Grantee’ s Termination Date but prior to the time 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) have been met, such
dividend will be held, without interest, pending satisfaction of all of such conditions. In the event that one
or more of the conditions of Section 7.6(b) are not met, any dividend being held pending satisfaction of
such conditions will be forfeited by Grantee to PNC without payment of any consideration by PNC.
(d) If Unvested Shares will be forfeited by Grantee to PNC by reason of Grantee’ s
termination of employment with the Corporation pursuant to Section 7.1 unless 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, then such Restricted Shares will remain outstanding pending satisfaction of all of those conditions.
Upon the failure of any required condition, all such Unvested Shares will be forfeited by Grantee to PNC
on the date such failure occurs without payment of any consideration by PNC.
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, 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 will terminate 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 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 such Unvested Shares
outstanding as of the day immediately preceding the Change in Control, such vesting approval will be
deemed to have been given, the applicable Continued Employment Performance Goal or Goals will be
deemed to have been achieved, and the applicable Restricted Period or Periods 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 applicable to
such shares, 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.