PNC Bank 2005 Annual Report Download - page 248

(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 7.7(b) only, Grantee will have the burden of proving that the
requirements of clause (ii) of the first or second paragraph of this Section 7.7(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 7.7(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 the 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 7.7(b) are
met, then in the event that the record date for any dividend payable with respect to the 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 7.7(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 7.7(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 the 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 7.7(b) are
met, then the 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.
7.8 Other Terminations. In the event that Grantee’ s employment with the Corporation will
terminate prior to the third (3rd) anniversary of the Grant Date, the Committee or its delegate may
determine, in their sole discretion, with respect to some or all of the Unvested Shares outstanding as of the
day prior to Grantee’ s Termination Date, that (i) the Three-Year Continued Employment Performance Goal
will be deemed to have been achieved and (ii) the Restricted Period with respect to such shares will
terminate as of the end of the day on the day immediately preceding Grantee’ s Termination Date, in which
case such shares will become Awarded Shares prior to Grantee’ s termination of employment and will be
released and reissued by PNC pursuant to Section 9.
In the alternative, if Grantee’ s employment with the Corporation will terminate prior to the third
(3rd) anniversary of the Grant Date and Grantee’ s Unvested Shares will be forfeited as of Grantee’ s
Termination Date pursuant to Section 7.1, the Committee or its delegate may, in their sole discretion,
determine that Grantee will receive, prior to termination of employment, a grant of a number of
Performance Units equal to all or a portion of the number of Unvested Shares that will be forfeited on
Grantee’ s Termination Date, such Performance Units to be granted upon such terms and conditions as they
may provide in the written agreement for such grant; provided, however, that any payment to be made by
PNC upon satisfaction of the conditions set forth in the agreement for such Performance Units will be made
solely in cash.
Upon the determination of the Committee or its delegate in their discretion that Grantee will be
entitled to a grant of Performance Units pursuant to this Section 7.8, such grant will automatically become
effective as of the day immediately prior to Grantee’ s Termination Date, subject to execution by both
parties of the Performance Unit agreement for such grant and provided that in no event will the number of
Performance Units so granted exceed the number of Unvested Shares that are forfeited by Grantee.
This provision for the grant of Performance Units upon such determination by the Committee or