PNC Bank 2005 Annual Report Download - page 265

8. Change in Control. Notwithstanding anything in the Agreement to the contrary, upon the
occurrence of a Change in Control: (i) if Grantee is an employee of the Corporation as of the day
immediately preceding the Change in Control, the Three-Year Continued Employment Performance Goal
will be deemed to have been achieved and the Restricted Period will terminate with respect to all then
outstanding Unvested Shares as of the day immediately preceding the Change in Control; (ii) if Grantee’ s
employment with the Corporation terminated prior to the occurrence of the Change in Control but the
Unvested Shares remained outstanding after such termination of employment pursuant to Section 7.4,
Section 7.5 or Section 7.6 and are still outstanding pending approval of the vesting of such shares by the
Designated Person specified in Section A.13 of Annex A, then with respect to all Unvested Shares
outstanding as of the day immediately preceding the Change in Control, such vesting approval will be
deemed to have been given, the Three-Year Continued Employment Performance Goal will be deemed to
have been achieved, and the Restricted Period will terminate, all as of the day immediately preceding the
Change in Control, provided, however, in the case of Unvested Shares that remained outstanding post-
employment solely pursuant to Section 7.6(a), that Grantee entered into and does not revoke the waiver and
release agreement specified in Section 7.6(a); and (iii) all Restricted Shares that thereby become Awarded
Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable
following such date.
9. Termination of Prohibitions. Following termination of the Restricted Period, PNC will
release and issue or reissue the then outstanding whole Restricted Shares that have become Awarded Shares
without the legend referred to in Section 3.
Upon release and issuance of shares that have become Awarded Shares, PNC or its designee will
deliver such whole shares to, or at the proper direction of, Grantee or Grantee’ s legal representative.
10. Payment of Taxes.
10.1 Internal Revenue Code Section 83(b) Election. In the event that Grantee makes an
Internal Revenue Code Section 83(b) election with respect to the Restricted Shares, Grantee shall satisfy all
then applicable federal, state or local withholding tax obligations aris ing from that election (a) by payment
of cash or (b) if and to the extent then permitted by PNC and subject to such terms and conditions as PNC
may from time to time establish, by physical delivery to PNC of certificates for whole shares of PNC
common stock that are not subject to any contractual restriction, pledge or other encumbrance and that have
been owned by Grantee for at least six (6) months and, in the case of restricted stock, for which it has been
at least six (6) months since the restrictions lapsed, or by a combination of cash and such stock. Any such
tax election shall be made pursuant to a form to be provided to Grantee by PNC on request. For purposes
of this Section 10.1, shares of PNC common stock that are used to satisfy applicable withholding tax
obligations will be valued at their Fair Market Value on the date the tax withholding obligation arises.
Grantee will provide to PNC a copy of any Internal Revenue Code Section 83(b) election filed by Grantee
with respect to the Restricted Shares not later than ten (10) days after the filing of such election.
10.2 Other Tax Liabilities. Where Grantee has not previously satisfied all applicable
withholding tax obligations, PNC will, at the time the tax withholding obligation arises, retain sufficient
whole shares of PNC common stock from the shares granted pursuant to the Agreement to satisfy the
minimum amount of taxes then required to be withheld by the Corporation in connection with the
Restricted Shares. For purposes of this Section 10.2, shares of PNC common stock retained to satisfy
applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax
withholding obligation arises.
PNC will not retain more than the number of shares sufficient to satisfy the minimum amount of
taxes then required to be withheld in connection with the Restricted Shares. If Grantee desires to have an
additional amount withheld above the required minimum, up to Grantee’ s W-4 obligation if higher, and if
PNC so permits, Grantee may elect to satisfy this additional withholding either: (a) by payment of cash; or
(b) if and to the extent then permitted by PNC and subject to such terms and conditions as PNC may from
time to time establish, using whole shares of PNC common stock (either by physical delivery to PNC of
certificates for the shares or through PNC’ s share attestation procedure) that are not subject to any