PNC Bank 2005 Annual Report Download - page 284

any, applicable to Participant, Participant agrees to reimburse PNC for any amounts Participant may be
required to reimburse PNC or its subsidiaries pursuant to Section 304 of the Sarbanes-Oxley Act of 2002,
and agrees that PNC need not comply with any term, covenant or condition of the Agreement to the extent
that doing so would require that Participant reimburse PNC or its subsidiaries for such amounts pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002.
16. Compliance with Internal Revenue Code Section 409A. To the extent that any of the
terms or provisions of the Agreement or of the Award may result in the application of Section 409A of the
Internal Revenue Code to this Award, PNC may, without the consent of Participant, modify the Agreement
and the Award to the extent and in the manner PNC deems necessary or advisable in order to allow the
Award to be excluded from the definition of “deferred compensation” within the meaning of such Section
409A or in order to comply with the provisions of Section 409A, other applicable provision(s) of the
Internal Revenue Code, and/or any rules, regulations or other regulatory guidance issued under such
statutory provisions.
17. Acceptance of Award; PNC Right to Cancel. If Participant does not accept the Award
and the terms and conditions of the deferral of the Award by executing and delivering a copy of the
Agreement to PNC, without altering or changing the terms thereof in any way, within thirty (30) days of
receipt by Participant of a copy of the Agreement, PNC may, in its sole discretion, withdraw its offer and
cancel the Award at any time prior to Participant’ s delivery to PNC of a copy of the Agreement executed
by Participant. Otherwise, upon execution and delivery of the Agreement by both PNC and Participant
and, in the event that Participant is subject to the reporting requirements of Section 16(a) of the Exchange
Act with respect to PNC securities, the filing with and acceptance by the SEC of a Form 4 reporting the
Award, the Award and the Agreement are effective.
The 200__ Restricted Award Deferral Account will not be established and Participant’ s Plan
Account will not be credited with any phantom dividends with respect to the Deferred Share Units as set
forth in Section 4 unless and until the date the Award and the terms and conditions of the deferral of the
Award are accepted and are effective in accordance with this Section 17.
In the event that one or more record dates for dividends on PNC common stock occur after the
Grant Date but before the date the Award and the terms and conditions of the deferral of the Award are
accepted and are effective in accordance with this Section 17, then upon the effectiveness of the Award and
the Agreement, Participant’ s Plan Account will be credited with an amount equivalent to the amount that
would have been credited to such Plan Account with respect to phantom dividends had the Agreement been
effective and the Deferred Share Units had been credited to Participant’ s 200__ Restricted Award Deferral
Account on the Grant Date.