PNC Bank 2005 Annual Report Download - page 237

ANNEX A
CERTAIN DEFINITIONS
Except where the context otherwise indicates, the following definitions apply for purposes of the
Restricted Stock Agreement (“Agreement”) to which this Annex A is attached:
A.1 “Awarded Shares.” Provided that the Restricted Shares are then outstanding, Restricted
Shares become “Awarded Shares” when both of the following have occurred: (a) the Continued
Employment Performance Goal applicable to such Restricted Shares has been achieved or is deemed to
have been achieved pursuant to the terms of the Agreement; and (b) the Restricted Period applicable to
such Restricted Shares has terminated.
A.2 “Board” means the Board of Directors of PNC.
A.3 “Business Day” means any day when the New Yo rk Stock Exchange is open for
business.
A.4 “Cause” means:
(a) the willful and continued failure of Grantee to substantially perform Grantee’ s duties with
the Corporation (other than any such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to Grantee by the Board or the CEO which
specifically identifies the manner in which the Board or the CEO believes that Grantee has not substantially
performed Grantee’ s duties; or
(b) the willful engaging by Grantee in illegal conduct or gross misconduct that is materially
and demonstrably injurious to PNC or any Subsidiary.
For purposes of the preceding clauses (a) and (b), no act or failure to act, on the part of Grantee,
shall be considered willful unless it is done, or omitted to be done, by Grantee in bad faith and without
reasonable belief that Grantee’ s action or omission was in the best interests of the Corporation. Any act, or
failure to act, based upon the instructions or prior approval of the Board, the CEO or Grantee’ s superior or
based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or
omitted to be done, by Grantee in good faith and in the best interests of the Corporation.
The cessation of employment of Grantee will be deemed to be a termination of Grantee’ s
employment with the Corporation for Cause for purposes of the Agreement only if and when there shall
have been delivered to Grantee, as part of the notice of Grantee’ s termination, a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a
Board meeting called and held for the purpose of considering such termination, finding on the basis of clear
and convincing evidence that, in the good faith opinion of the Board, Grantee is guilty of conduct described
in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail. Such
resolution shall be adopted only after (i) reasonable notice of such Board meeting is provided to Grantee,
together with written notice that PNC believes that Grantee is guilty of conduct described in clause (a) or
clause (b) above and, in either case, specifying the particulars thereof in detail, and (ii) Grantee is given an
opportunity, together with counsel, to be heard before the Board.
A.5 “CEO” means the chief executive officer of PNC.
A.6 “Change in Control” means a change of control of PNC of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not PNC is