PNC Bank 2005 Annual Report Download - page 280

forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.7(b) are
met); and (ii) all Deferred Share Units that 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.
(b) Participant’s employment will also be deemed to have been terminated by the
Corporation without Cause 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 for purposes of Section
7.7(a) if: (i) Participant’ s employment is terminated by the Corporation without Cause; (ii) such
termination of employment (a) was at the request of a third party that has taken steps reasonably calculated
to effect a Change in Control or (b) otherwise arose in anticipation of a Change in Control; and (iii) a CIC
Triggering Event or a Change in Control occurs within three (3) months of such termination of
employment.
Participant’ s employment will also be deemed to have been terminated by Participant for Good
Reason after the occurrence of a CIC Triggering Event but prior to a CIC Failure for purposes of Section
7.7(a) if: (i) Participant terminates Participant’ s employment with Good Reason; (ii) the circumstance or
event that constitutes Good Reason (a) occurs at the request of a third party that has taken steps reasonably
calculated to effect a Change in Control or (b) otherwise arose in anticipation of a Change in Control; and
(iii) a CIC Triggering Event or a Change in Control occurs within three (3) months of such termination of
employment.
For purposes of this Section 7.7(b) only, Participant will have the burden of proving that the
requirements of clause (ii) of the first or second paragraph of this Section 7.7(b), as the case may be, have
been met and the standard of proof to be met by Participant will be clear and convincing evidence.
For purposes of this Section 7.7(b) only, the definition of Change in Control in Section A.6 of
Annex A will exclude the proviso in Section A.6(a).
(c) If the Unvested Share Units will be forfeited by Participant to PNC by reason of
Participant’ s termination of employment with the Corporation pursuant to Section 7.1 unless all of the
conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of
Section 7.7(b) are met, then 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 time all of the conditions set forth in clauses (i), (ii) and (iii) of the first or
second paragraph, as the case may be, of Section 7.7(b) are met, such phantom dividend will be held,
without interest, pending satisfaction of all of such conditions. In the event that one or more of the
conditions of Section 7.7(b) are not met, any phantom dividend being held pending satisfaction of such
conditions will be forfeited by Participant to PNC without payment of any consideration by PNC.
(d) If the Unvested Share Units will be forfeited by Participant to PNC by reason of
Participant’ s termination of employment with the Corporation pursuant to Section 7.1 unless all of the
conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of
Section 7.7(b) are met, then the Deferred Share Units will remain in effect pending satisfaction of all of
those conditions. Upon the failure of any required condition, all such Unvested Share Units will be
forfeited by Participant to PNC on the date such failure occurs without payment of any consideration by
PNC.
7.8 Other Terminations. In the event that Participant’ s employment with the Corporation
will terminate prior to the third (3rd) anniversary of the Grant Date, the Committee or its delegate may
determine, in their sole discretion, with respect to some or all of the Unvested Share Units in effect as of
the day prior to Participant’ s Termination Date, that (i) the Three-Year Continued Employment
Performance Goal will be deemed to have been achieved and (ii) the Restricted Period with respect to such
Unvested Share Units will terminate as of the end of the day on the day immediately preceding
Participant’ s Termination Date, in which case such Unvested Share Units will become Awarded Share
Units prior to Participant’ s termination of employment and will be released from the terms and conditions