PNC Bank 2005 Annual Report Download - page 277

Participant nor any successors, heirs, assigns or legal representatives of Participant will thereafter have any
further rights or interest in such Unvested Share Units.
7.2 Forfeiture for Detrimental Conduct. Unvested Share Units that would otherwise re main
in effect after Participant’ s Termination Date, if any, will be forfeited by Participant to PNC without
payment of any consideration by PNC in the event that, at any time prior to the date such units become
Awarded Share Units, PNC determines that Participant has engaged in Detrimental Conduct; provided,
however, that: (a) this Section 7.2 will not apply to Deferred Share Units that remain outstanding after
Participant’ s Termination Date pursuant to Section 7.3 or Section 7.7, if any; (b) no determination that
Participant has engaged in Detrimental Conduct may be made on or after the date of Participant’ s death;
(c) Detrimental Conduct will not apply to conduct by or activities of successors to Participant’ s interests
under the Plan in the event of Participant’ s death; and (d) Detrimental Conduct will cease to apply to any
Deferred Share Units upon a Change in Control.
7.3 Death. In the event of Participant’ s death while an employee of the Corporation and prior
to the third (3rd) anniversary of the Grant Date, the Three-Year Continued Employment Performance Goal
will be deemed to have been achieved, and the Restricted Period with respect to those Unvested Share
Units then in effect will terminate on the date of Participant’ s death.
The Deferred Share Units which thereby become Awarded Share Units will be released from the
terms and conditions of the Agreement pursuant to Section 9 as soon as administratively practicable
following such date.
7.4 Qualifying Disability Termination.
(a) In the event Participant’ s employment with the Corporation is terminated prior to the
third (3rd) anniversary of the Grant Date by the Corporation by reason of Participant’ s Total and Permanent
Disability, Unvested Share Units will not be forfeited on Participant’ s Termination Date. Instead, Unvested
Share Units will, subject to the forfeiture provisions of Section 7.2, remain in effect pending approval of
the vesting of the Deferred Share Units pursuant to this Section 7.4(a) by the Designated Person specified
in Section A.14 of Annex A.
If such Unvested Share Units are still in effect but the Designated Person has not made an
affirmative determination to either approve or disapprove the vesting of the Unvested Share Units 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 ninetieth (90th) day following the
third (3rd) anniversary of the Grant Date, if the Designated Person is the Chief Human Resources Officer of
PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee,
whichever is applicable.
If the vesting of the Unvested Share Units that are then in effect 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 Unvested Share Units then in
effect 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 Deferred Share Units in effect at the
termination of the Restricted Period will become Awarded Share Units and will be released from the terms
and conditions of the Agreement pursuant to Section 9.
(b) If the Designated Person disapproves the vesting of the Unvested Share Units that had
remained in effect after Participant’ s Termination Date pending approval of vesting, then all such Unvested
Share Units that are still in effect will be forfeited by Participant 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