PNC Bank 2005 Annual Report Download - page 262

immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be
automatically extended through the first to occur of: (1) the day the Designated Person makes an
affirmative determination regarding such vesting; and (2) either (i) the 180th day following the third (3rd)
anniversary of the Grant Date, if the Designated Person is the Committee, or (ii) the ninetieth (90th) day
following such anniversary date, if the Designated Person is the Chief Human Resources Officer of PNC,
whichever is applicable.
If the vesting of the then outstanding Unvested Shares is affirmatively approved by the Designated
Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period,
if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been
achieved, and the Restricted Period with respect to any then outstanding Unvested Shares will terminate as
of the end of the day on the date of such approval or the day immediately preceding the third (3rd)
anniversary of the Grant Date, whichever is later. The Restricted Shares outstanding at the termination of
the Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to
Section 9.
(b) If the Designated Person disapproves the vesting of the Unvested Shares that had
remained outstanding after Grantee’ s Termination Date pending approval of vesting, then all such
Unvested Shares that are still outstanding will be forfeited by Grantee to PNC on such disapproval date
without payment of any consideration by PNC.
If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to
the second paragraph of Section 7.5(a), if applicable, the Designated Person has neither affirmatively
approved nor disapproved the vesting of the Unvested Shares that had remained outstanding after Grantee’ s
Termination Date pending approval of vesting, then all such Unvested Shares that are still outstanding will
be forfeited by Grantee to PNC at the close of business on the last day of the Restricted Period without
payment of any consideration by PNC.
7.6 Qualifying DEAP Termination.
(a) In the event that Grantee’ s employment with the Corporation is terminated prior to the
third (3rd) anniversary of the Grant Date by the Corporation and Grantee is offered and has entered into the
standard Waiver and Release Agreement with PNC or a Subsidiary under an applicable PNC or Subsidiary
Displaced Employee Assistance Plan, or any successor plan by whatever name known (“DEAP”), or
Grantee is offered and has entered into a similar waiver and release agreement between PNC or a
Subsidiary and Grantee pursuant to the terms of an agreement or arrangement entered into by PNC or a
Subsidiary and Grantee in lieu of or in addition to the DEAP, then Unvested Shares will not be forfeited on
Grantee’ s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section
7.2, remain outstanding pending approval of the vesting of the Restricted Shares pursuant to this Section
7.6(a) by the Designated Person specified in Section A.13 of Annex A, provided that Grantee does not
revoke such waiver and release agreement within the time for revocation of such waiver and release
agreement by Grantee.
If such Unvested Shares are still outstanding but the Designated Person has not made an
affirmative determination to either approve or disapprove the vesting of the Unvested Shares by the day
immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be
automatically extended through the first to occur of: (1) the day the Designated Person makes an
affirmative determination regarding such vesting; and (2) either (i) the 180th day following the third (3rd)
anniversary of the Grant Date, if the Designated Person is the Committee, or (ii) the ninetieth (90th) day
following such anniversary date, if the Designated Person is the Chief Human Resources Officer of PNC,
whichever is applicable.
If the vesting of the then outstanding Unvested Shares is affirmatively approved by the Designated
Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period,
if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been
achieved, and the Restricted Period with respect to any then outstanding Unvested Shares will terminate as