PNC Bank 2005 Annual Report Download - page 273

determines that Grantee will be deemed to have engaged in Detrimental Conduct.
A.15 “Exchange Act” means the Securities Exchange Act of 1934 as amended and the rules
and regulations promulgated thereunder.
A.16 “Fair Market Value” as it relates to a share of PNC common stock means the average of
the reported high and low trading prices of a share of PNC common stock on the New York Stock
Exchange (or such successor reporting system as PNC may select) on the relevant date, or, if no PNC
common stock trades have been reported on such exchange for that day, the average of such prices on the
next preceding day and the next following day for which there were reported trades.
A.17 “Good Reason” means:
(a) the assignment to Grantee of any duties inconsistent in any respect with Grantee’ s
position (including status, offices, titles and reporting requirements), authority, duties or responsibilities
immediately prior to either the CIC Triggering Event or the Change in Control, or any other action by the
Corporation which results in a diminution in any respect in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith that is remedied by the Corporation promptly after receipt of notice thereof given by Grantee;
(b) a reduction by the Corporation in Grantee’ s annual base salary as in effect on the Grant
Date, as the same may be increased from time to time;
(c) the Corporation’ s requiring Grantee to be based at any office or location that is more than
fifty (50) miles from Grantee’ s office or location immediately prior to either the CIC Triggering Event or
the Change in Control;
(d) the failure by the Corporation (i) to continue in effect any bonus, stock option or other
cash or equity-based incentive plan or program in which Grantee participates immediately prior to either
the CIC Triggering Event or the Change in Control that is material to Grantee’ s total compensation, unless
a substantially equivalent arrangement (embodied in an ongoing substitute or alternative plan or program)
has been made with respect to such plan or program, or (ii) to continue Grantee’ s participation in such plan
or program (or in such substitute or alternative plan or program) on a basis at least as favorable, both in
terms of the amount of benefits provided and the level of Grantee’ s participation relative to other
participants, as existed immediately prior to the CIC Triggering Event or the Change in Control; or
(e) the failure by the Corporation to continue to provide Grantee with benefits substantially
similar to those received by Grantee under any of the Corporation’ s pension (including, but not limited to,
tax-qualified plans), life insurance, health, accident, disability or other welfare plans or programs in which
Grantee was participating, at costs substantially similar to those paid by Grantee, immediately prior to the
CIC Triggering Event or the Change in Control.
A.18 “Grant” means the Restricted Shares granted and issued to Grantee pursuant to Section 1
of the Agreement.
A.19 “Grant Date” means the Grant Date set forth on page 1 of the Agreement.
A.20 “Grantee” means the person identified as Grantee on page 1 of the Agreement.
A.21 “Internal Revenue Code” means the Internal Revenue Code of 1986 as amended and the
rules and regulations promulgated thereunder.
A.22 “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes
any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.
A.23 “PNC” means The PNC Financial Services Group, Inc.