PNC Bank 2005 Annual Report Download - page 288

majority of the members of the Board.
A.9 “Committee” means the Personnel and Compensation Committee of the Board or such
person or persons as may be designated by that committee as its delegate.
A.10 “Competitive Activity” means, for purposes of the Agreement, any participation in,
employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion or
organization of, any Person other than PNC or any Subsidiary (a) engaged in business activities similar to
some or all of the business activities of PNC or any Subsidiary as of Participant’ s Termination Date or (b)
engaged in business activities which Participant knows PNC or any Subsidiary intends to enter within the
first twelve (12) months after Participant’ s Termination Date or, if later and if applicable, after the date
specified in clause (ii) of Section A.15(a), in either case whether Participant is acting as agent, consultant,
independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other
individual or representative capacity therein.
A.11 “Corporation” means PNC and its Subsidiaries.
A.12 “Coverage Period” means a period (a) commencing on the earlier to occur of (i) the date
of a CIC Triggering Event and (ii) the date of a Change in Control and (b) ending on the date that is three
(3) years after the date of the Change in Control; provided, however, that in the event that a Coverage
Period commences on the date of a CIC Triggering Event, such Coverage Period will terminate upon the
earlier to occur of (x) the date of a CIC Failure and (y) the date that is three (3) years after the date of the
Change in Control triggered by the CIC Triggering Event. After the termination of any Coverage Period,
another Coverage Period will commence upon the earlier to occur of clause (a)(i) and clause (a)(ii) in the
preceding sentence.
A.13 “Deferred Share Units” means the units of phantom PNC common stock credited to
Participant’ s 200__ Restricted Award Deferral Account.
A.14 “Designated Person” will be either: (a) the Committee, if Participant is a member of the
Corporate Executive Group (or equivalent successor classification) or is subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to PNC securities; or (b) the Chief Human
Resources Officer of PNC, if Participant is not within one of the groups specified in Section A.14(a).
A.15 “Detrimental Conduct” means:
(a) Participant has engaged, without the prior written consent of PNC (at PNC’ s sole
discretion), in any Competitive Activity in the continental United States at any time during the period
commencing on Participant’ s Termination Date and extending through the first (1st) anniversary of the
later of (i) Participant’ s Termination Date and, if different, (ii) the first date after Participant’ s
Termination Date as of which Participant ceases to be engaged by the Corporation in any capacity for
which Participant receives compensation from the Corporation, including but not limited to acting for
compensation as a consultant, independent contractor, employee, officer, director or advisory director;
(b) a material breach by Participant of (i) any code of conduct of PNC or a Subsidiary or
(ii) other written policy of PNC or a Subsidiary, in either case required by law or established to
maintain compliance with applicable law;
(c) any act of fraud, misappropriation, material dishonesty, or embezzlement by
Participant against PNC or a Subsidiary or any client or customer of PNC or a Subsidiary;
(d) any conviction (including a plea of guilty or of nolo contendere) of Participant for, or
entry by Participant into a pre-trial disposition with respect to, the commission of a felony which relates
to or arises out of Participant’ s employment or other service relationship with the Corporation; or
(e) entry of any order against Participant by any governmental body having regulatory
authority with respect to the business of PNC or any Subsidiary, which order relates to or arises out of
Participant’ s employment or other service relationship with the Corporation.