PNC Bank 2005 Annual Report Download - page 233

Upon release and issuance of shares that have become Awarded Shares, PNC or its designee will
deliver such whole shares to, or at the proper direction of, Grantee or Grantee’ s legal representative.
10. Payment of Taxes.
10.1 Internal Revenue Code Section 83(b) Election. In the event that Grantee makes an
Internal Revenue Code Section 83(b) election with respect to the Restricted Shares, Grantee shall satisfy all
then applicable federal, state or local withholding tax obligations arising from that election (a) by payment
of cash or (b) if and to the extent then permitted by PNC and subject to such terms and conditions as PNC
may from time to time establish, by physical delivery to PNC of certificates for whole shares of PNC
common stock that are not subject to any contractual restriction, pledge or other encumbrance and that have
been owned by Grantee for at least six (6) months and, in the case of restricted stock, for which it has been
at least six (6) months since the restrictions lapsed, or by a combination of cash and such stock. Any such
tax election shall be made pursuant to a form to be provided to Grantee by PNC on request. For purposes
of this Section 10.1, shares of PNC common stock that are used to satisfy applicable withholding tax
obligations will be valued at their Fair Market Value on the date the tax withholding obligation arises.
Grantee will provide to PNC a copy of any Internal Revenue Code Section 83(b) election filed by Grantee
with respect to the Restricted Shares not later than ten (10) days after the filing of such election.
10.2 Other Tax Liabilities. Where Grantee has not previously satisfied all applicable
withholding tax obligations, PNC will, at the time the tax withholding obligation arises with respect to any
Restricted Shares, retain sufficient whole shares of PNC common stock from the shares granted pursuant to
the Agreement to satisfy the minimum amount of taxes then required to be withheld by the Corporation in
connection with such shares. For purposes of this Section 10.2, shares of PNC common stock retained to
satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax
withholding obligation arises.
PNC will not retain more than the number of shares sufficient to satisfy the minimum amount of
taxes then required to be withheld in connection with the Restricted Shares. If Grantee desires to have an
additional amount withheld above the required minimum, up to Grantee’ s W-4 obligation if higher, and if
PNC so permits, Grantee may elect to satisfy this additional withholding either: (a) by payment of cash; or
(b) if and to the extent then permitted by PNC and subject to such terms and conditions as PNC may from
time to time establish, using whole shares of PNC common stock (either by physical delivery to PNC of
certificates for the shares or through PNC’ s share attestation procedure) that are not subject to any
contractual restriction, pledge or other encumbrance and that have been owned by Grantee for at least six
(6) months and, in the case of restricted stock, for which it has been at least six (6) months since the
restrictions lapsed. Any such tax election shall be made pursuant to a form provided by PNC. Shares of
PNC common stock that are used for this purpose will be valued at their Fair Market Value on the date the
tax withholding obligation arises. If Grantee’ s W-4 obligation does not exceed the required minimum
withholding in connection with the Restricted Shares, no additional withholding may be made.
11. Employment. Neither the granting and issuance of the Restricted Shares nor any term or
provision of the Agreement shall constitute or be evidence of any understanding, expressed or implied, on
the part of PNC or any Subsidiary to employ Grantee for any period or in any way alter Grantee’ s status as
an employee at will.
12. Subject to the Plan and the Committee. In all respects the Grant and the Agreement are
subject to the terms and conditions of the Plan, which has been made available to Grantee and is
incorporated herein by reference; provided, however, the terms of the Plan shall not be considered an
enlargement of any benefits under the Agreement. Further, the Grant and the Agreement are subject to any
interpretation of, and any rules and regulations issued by, the Committee or under the authority of the
Committee, whether made or issued before or after the Grant Date.
13. Headings; Entire Agreement. Headings used in the Agreement are provided for
reference and convenience only, shall not be considered part of the Agreement, and shall not be employed