PNC Bank 2005 Annual Report Download - page 286

ANNEX A
CERTAIN DEFINITIONS
Except where the context otherwise indicates, the following definitions apply for purposes of the
Restricted Award Deferral Account Agreement (“Agreement”) to which this Annex A is attached:
A.1 “Awarded Share Units.” Provided that the Deferred Share Units have not been forfeited
pursuant to Section 7 of the Agreement, Deferred Share Units become “Awarded Share Units” when both
of the following have occurred: (a) the Three-Year Continued Employment Performance Goal has been
achieved or is deemed to have been achieved pursuant to the terms of the Agreement; and (b) the
Restricted Period has terminated.
A.2 “Board” means the Board of Directors of PNC.
A.3 “Business Day” means any day when the New York Stock Exchange is open for
business.
A.4 “Cause” means:
(a) the willful and continued failure of Participant to substantially perform Participant’ s
duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to Participant by the Board or the
CEO which specifically identifies the manner in which the Board or the CEO believes that Participant has
not substantially performed Participant’ s duties; or
(b) the willful engaging by Participant in illegal conduct or gross misconduct that is
materially and demonstrably injurious to PNC or any Subsidiary.
For purposes of the preceding clauses (a) and (b), no act or failure to act, on the part of Participant,
shall be considered willful unless it is done, or omitted to be done, by Participant in bad faith and without
reasonable belief that Participant’ s action or omission was in the best interests of the Corporation. Any act,
or failure to act, based upon the instructions or prior approval of the Board, the CEO or Participant’ s
superior or based upon the advice of counsel for the Corporation, shall be conclusively presumed to be
done, or omitted to be done, by Participant in good faith and in the best interests of the Corporation.
The cessation of employment of Participant will be deemed to be a termination of Participant’ s
employment with the Corporation for Cause for purposes of the Agreement only if and when there shall
have been delivered to Participant, as part of the notice of Participant’ s termination, a copy of a resolution
duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board, at a
Board meeting called and held for the purpose of considering such termination, finding on the basis of clear
and convincing evidence that, in the good faith opinion of the Board, Participant is guilty of conduct
described in clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail.
Such resolution shall be adopted only after (i) reasonable notice of such Board meeting is provided to
Participant, together with written notice that PNC believes that Participant is guilty of conduct described in
clause (a) or clause (b) above and, in either case, specifying the particulars thereof in detail, and
(ii) Participant is given an opportunity, together with counsel, to be heard before the Board.
A.5 “CEO” means the chief executive officer of PNC.
A.6 “Change in Control” means a change of control of PNC of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not PNC is
then subject to such reporting requirement; provided, however, that without limitation, a Change in