PNC Bank 2005 Annual Report Download - page 239

(b) the commencement of a proxy contest in which any Person seeks to replace or remove a
majority of the members of the Board.
A.9 “Committee” means the Personnel and Compensation Committee of the Board or such
person or persons as may be designated by that committee as its delegate.
A.10 “Competitive Activity” means, for purposes of the Agreement, any participation in,
employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion or
organization of, any Person other than PNC or any Subsidiary (a) engaged in business activities similar to
some or all of the business activities of PNC or any Subsidiary as of Grantee’ s Termination Date or (b)
engaged in business activities which Grantee knows PNC or any Subsidiary intends to enter within the first
twelve (12) months after Grantee’ s Termination Date or, if later and if applicable, after the date specified in
clause (ii) of Section A.15(a), in either case whether Grantee is acting as agent, consultant, independent
contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual
or representative capacity therein.
A.11 “Continued Employment Performance Goal” means: (a) with respect to shares in the
First Tranche of Restricted Shares, the Three-Year Continued Employment Performance Goal; (b) with
respect to shares in the Second Tranche of Restricted Shares, the Four-Year Continued Employment
Performance Goal; and (c) with respect to shares in the Third Tranche of Restricted Shares, the Five-Year
Continued Employment Performance Goal, as applicable.
A.12 “Corporation” means PNC and its Subsidiaries.
A.13 “Coverage Period” means a period (a) commencing on the earlier to occur of (i) the date
of a CIC Triggering Event and (ii) the date of a Change in Control and (b) ending on the date that is three
(3) years after the date of the Change in Control; provided, however, that in the event that a Coverage
Period commences on the date of a CIC Triggering Event, such Coverage Period will terminate upon the
earlier to occur of (x) the date of a CIC Failure and (y) the date that is three (3) years after the date of the
Change in Control triggered by the CIC Triggering Event. After the termination of any Coverage Period,
another Coverage Period will commence upon the earlier to occur of clause (a)(i) and clause (a)(ii) in the
preceding sentence.
A.14 “Designated Person” will be either: (a) the Committee, if Grantee is a member of the
Corporate Executive Group (or equivalent successor classification) or is subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to PNC securities; or (b) the Chief Human
Resources Officer of PNC, if Grantee is not within one of the groups specified in Section A.14(a).
A.15 “Detrimental Conduct” means:
(a) Grantee has engaged, without the prior written consent of PNC (at PNC’ s sole
discretion), in any Competitive Activity in the continental United States at any time during the period
commencing on Grantee’ s Termination Date and extending through the first (1st) anniversary of the
later of (i) Grantee’ s Termination Date and, if different, (ii) the first date after Grantee’ s Termination
Date as of which Grantee ceases to be engaged by the Corporation in any capacity for which Grantee
receives compensation from the Corporation, including but not limited to acting for compensation as a
consultant, independent contractor, employee, officer, director or advisory director;
(b) a material breach by Grantee of (i) any code of conduct of PNC or a Subsidiary or (ii)
other written policy of PNC or a Subsidiary, in either case required by law or established to maintain
compliance with applicable law;
(c) any act of fraud, misappropriation, material dishonesty, or embezzlement by Grantee
against PNC or a Subsidiary or any client or customer of PNC or a Subsidiary;
(d) any conviction (including a plea of guilty or of nolo contendere) of Grantee for, or
entry by Grantee into a pre-trial disposition with respect to, the commission of a felony which relates to
or arises out of Grantee’ s employment or other service relationship with the Corporation; or