PNC Bank 2005 Annual Report Download - page 279

provided that Participant does not revoke such waiver and release agreement within the time for revocation
of such waiver and release agreement by Participant.
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) In the event that the record date for any phantom dividend to be credited to Participant’ s
Plan Account with respect to the Unvested Share Units occurs on or after Participant’ s Termination Date
but prior to the lapse of the time for revocation by Participant of the waiver and release agreement specified
in the first paragraph of Section 7.6(a), then such phantom dividend will be held, without interest, pending
satisfaction of the condition of Section 7.6(a) that Participant enter into the offered waiver and release
agreement and not revoke such waiver and release agreement within the time for revocation of such
agreement by Participant. In the event that this condition is not met, any phantom dividend being held
pending satisfaction of such condition will be forfeited by Participant to PNC without payment of any
consideration by PNC.
(c) If (i) Participant does not enter into, or enters into but revokes, the waiver and release
agreement specified in the first paragraph of Section 7.6(a) or (ii) the Designated Person disapproves the
vesting of the Unvested Share Units that had remained in effect after Participant’ s Termination Date
pending the non-revocation of, and the lapse of the time within which Participant may revoke, such waiver
and release agreement and pending approval of the vesting of such share units, then all such Unvested
Share Units that are still in effect will be forfeited by Participant to PNC on the date such failure to satisfy
the conditions of Section 7.6(a) occurs 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 7.6(a), if applicable, such Unvested Share Units are still outstanding but
the Designated Person has neither affirmatively approved nor disapproved the vesting of such shares units,
then all such Unvested Share Units 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.
7.7 Termination in Anticipation of a Change in Control.
(a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a
CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by
the CIC Triggering Event and prior to the third (3rd) anniversary of the Grant Date, Participant’ s
employment is terminated (other than by reason of Participant’ s death) by the Corporation without Cause or
by Participant for Good Reason, or if Participant’ s employment is deemed to have been so terminated
pursuant to Section 7.7(b), then: (i) 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 day immediately preceding Participant’ s Termination
Date (or, in the case of a qualifying termination pursuant to Section 7.7(b), the date all of the conditions set