PNC Bank 2005 Annual Report Download - page 278

the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively
approved nor disapproved 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 at the close of business on the last day of the Restricted
Period without payment of any consideration by PNC.
7.5 Retirement.
(a) In the event that Participant Retires prior to the third (3rd) anniversary of the Grant Date,
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 7.5(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 Shares and will be released and issued or
reissued by PNC 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
the second paragraph of Section 7.5(a), if applicable, the Designated Person has neither affirmatively
approved nor disapproved the vesting of the Unvested Share Units that had remained outstanding 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 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 Participant’ s employment with the Corporation is terminated prior to the
third (3rd) anniversary of the Grant Date by the Corporation and Participant 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 Participant is offered and has entered into a similar waiver and release agreement between
PNC or a Subsidiary and Participant pursuant to the terms of an agreement or arrangement entered into by
PNC or a Subsidiary and Participant in lieu of or in addition to the DEAP, then Unvested Share Units will
not be forfeited on Participant 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 7.6(a) by the Designated Person specified in Section A.14 of Annex A,