PNC Bank 2005 Annual Report Download - page 244

terms and conditions will be made only in accordance with the provisions of such Plan and such
Agreement, a copy of each of which is on file in the office of the Corporate Secretary of The PNC
Financial Services Group, Inc.”
Where a book-entry system is used with respect to the issuance of Restricted Shares, appropriate
notation of such forfeiture possibility and transfer restrictions will be made on the system with respect to
the account or accounts to which the Restricted Shares are credited.
Restricted Shares deposited with PNC or its designee during the term of the Restricted Period that
become Awarded Shares will be released and reissued to, or at the proper direction of, Grantee or Grantee’ s
legal representative pursuant to Section 9 as soon as administratively practicable following the end of the
Restricted Period.
4. Rights as Shareholder. Except as provided in Section 6 and subject to Section 7.6(b) or
Section 7.7(c), if applicable, and to Section 17, Grantee will have all the rights and privileges of a
shareholder with respect to the Restricted Shares including, but not limited to, the right to vote the
Restricted Shares and the right to receive dividends thereon if and when declared by the Board; provided,
however, that all such rights and privileges will cease immediately upon any forfeiture of such shares.
5. Capital Adjustments. Restricted Shares awarded hereunder will, as issued and
outstanding shares of PNC common stock, be subject to such adjustment as may be necessary to reflect
corporate transactions, including, without limitation, stock dividends, stock splits, spin-offs, split-offs,
recapitalizations, mergers, consolidations or reorganizations of or by PNC; provided, however, that any
shares received as distributions on or in exchange for Unvested Shares will be subject to the terms and
conditions of the Agreement as if they were Restricted Shares.
6. Prohibitions Against Sale, Assignment, etc. Unvested Shares may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered, other than by will or the laws of
descent and distribution or as may be required pursuant to Section 10.2, unless and until the Restricted
Period terminates and the Awarded Shares are released and reissued by PNC pursuant to Section 9.
7. Forfeiture; Death; Qualifying Disability, Retirement or DEAP Termination;
Termination in Anticipation of Change in Control; Other Terminations.
7.1 Forfeiture on Termination of Employment. Except as otherwise provided in and subject
to the conditions of Section 7.3, Section 7.4(a), Section 7.5(a), Section 7.6(a), Section 7.7(a),
Section 7.7(b), Section 7.8, or Section 8, if applicable, or unless the Committee determines otherwise, in
the event that Grantee’ s employment with the Corporation terminates prior to the third (3rd) anniversary of
the Grant Date, all Restricted Shares that are Unvested Shares on Grantee’ s Termination Date will be
forfeited by Grantee to PNC without payment of any consideration by PNC.
Upon forfeiture of Unvested Shares pursuant to the provisions of this Section 7.1 or the provisions
of Section 7.2, Section 7.4(b), Section 7.5(b), Section 7.6(c) or Section 7.7(d), neither Grantee nor any
successors, heirs, assigns or legal representatives of Grantee will thereafter have any further rights or
interest in such Unvested Shares or any certificate or certificates representing such Unvested Shares.
7.2 Forfeiture for Detrimental Conduct. Unvested Shares that would otherwise remain
outstanding after Grantee’ s Termination Date, if any, will be forfeited by Grantee to PNC without payment
of any consideration by PNC in the event that, at any time prior to the date such shares become Awarded
Shares, PNC determines that Grantee has engaged in Detrimental Conduct; provided, however, that: (a)
this Section 7.2 will not apply to Restricted Shares that remain outstanding after Grantee’ s Termination
Date pursuant to Section 7.3 or Section 7.7, if any; (b) no determination that Grantee has engaged in
Detrimental Conduct may be made on or after the date of Grantee’ s death; (c) Detrimental Conduct will
not apply to conduct by or activities of successors to the Restricted Shares by will or the laws of descent
and distribution in the event of Grantee’ s death; and (d) Detrimental Conduct will cease to apply to any
Restricted Shares upon a Change in Control.