PNC Bank 2005 Annual Report Download - page 281

of the Agreement pursuant to Section 9.
In the alternative, if Participant’ s employment with the Corporation will terminate prior to the
third (3rd) anniversary of the Grant Date and Participant’ s Unvested Share Units will be forfeited as of
Participant’ s Termination Date pursuant to Section 7.1, the Committee or its delegate may, in their sole
discretion, determine that some or all of such Unvested Share Units will remain in effect post-employment
on such terms and conditions as the Committee or its delegate may provide, and that such Unvested Share
Units will subsequently become Awarded Share Units or be forfeited in accordance with said terms and
conditions; provided, however, that in no event will such terms and conditions violate, or cause a violation
of, Section 409A of the Internal Revenue Code.
8. Change in Control. Notwithstanding anything in the Agreement to the contrary, upon the
occurrence of a Change in Control: (i) if Participant is an employee of the Corporation as of the day
immediately preceding the Change in Control, the Three-Year Continued Employment Performance Goal
will be deemed to have been achieved and the Restricted Period will terminate with respect to all Unvested
Share Units then in effect as of the day immediately preceding the Change in Control; (ii) if Participant’ s
employment with the Corporation terminated prior to the occurrence of the Change in Control but the
Unvested Share Units remained in effect after such termination of employment pursuant to Section 7.4,
Section 7.5 or Section 7.6 and are still in effect pending approval of the vesting of such share units by the
Designated Person specified in Section A.14 of Annex A, then with respect to all Unvested Share Units in
effect as of the day immediately preceding the Change in Control, such vesting approval will be deemed to
have been given, the Three-Ye ar Continued Employment Performance Goal will be deemed to have been
achieved, and the Restricted Period will terminate, all as of the day immediately preceding the Change in
Control, provided, however, in the case of Unvested Share Units that remained in effect post-employment
solely pursuant to Section 7.6(a), that Participant entered into and does not revoke the waiver and release
agreement specified in Section 7.6(a); and (iii) all Deferred Share Units that thereby become Awarded
Share Units will be re leased from the terms and conditions of the Agreement pursuant to Section 9 as soon
as administratively practicable following such date.
9. Release of Agreement Restrictions. To the extent that the Deferred Share Units become
Awarded Share Units and are not forfeited pursuant to Section 7, PNC will release the 200__ Restricted
Award Deferral Account and Deferred Share Units from the terms and conditions of the Agreement and the
200__ Restricted Award Deferral Account will become a regular subaccount under the Plan as soon as
administratively practicable following termination of the Restricted Period.
10. FICA Withholding Taxes. During the term of the Restricted Period, any earnings
credited to Participant’ s Plan Account with respect to the Deferred Share Units in the 200__ Restricted
Award Deferral Account (phantom dividends) will be treated as wages for purposes of the Federal
Insurance Contributions Act (“FICA”) in the year they are credited to Participant and will be subject to
Social Security and Medicare withholding taxes at that time. Otherwise, the Deferred Shares amount will
be treated as wages for FICA purposes and will be subject to Social Security and Medicare withholding
taxes at the time the 200__ Restricted Award Deferral Account and Deferred Share Units are released from
the terms and conditions of the Agreement pursuant to Section 9.
11. Employment. Neither the granting of the Award, the release of the 200__ Restricted
Award Deferral Account and Deferred Share Units from the terms and conditions of the Agreement
pursuant to Section 9, nor any term or provision of the Agreement shall constitute or be evidence of any
understanding, expressed or implied, on the part of PNC or any Subsidiary to employ Participant for any
period or in any way alter Participant’ s status as an employee at will.
12. Subject to the Plan. Except as otherwise provided in the Agreement, the 200__
Restricted Award Deferral Account and Deferred Share Units are in all respects subject to the terms and
conditions of the Plan, which has been made available to Participant and is incorporated herein by
reference.
13. Headings; Entire Agreement. Headings used in the Agreement are provided for