PNC Bank 2005 Annual Report Download - page 289

Participant will be deemed to have engaged in Detrimental Conduct for purposes of the
Agreement only if and when the Committee determines that Participant has engaged in conduct
described in clause (a) above, that Participant is guilty of conduct described in clause (b) or clause (c)
above, or that an event described in clause (d) or clause (e) above has occurred with respect to
Participant and, if so, determines that Participant will be deemed to have engaged in Detrimental
Conduct.
A.16 “Exchange Act” means the Securities Exchange Act of 1934 as amended and the rules
and regulations promulgated thereunder.
A.17 “Good Reason” means:
(a) the assignment to Participant of any duties inconsistent in any respect with Participant’ s
position (including status, offices, titles and reporting requirements), authority, duties or responsibilities
immediately prior to either the CIC Triggering Event or the Change in Control, or any other action by the
Corporation which results in a diminution in any respect in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith that is remedied by the Corporation promptly after receipt of notice thereof given by Participant;
(b) a reduction by the Corporation in Participant’ s annual base salary as in effect on the
Grant Date, as the same may be increased from time to time;
(c) the Corporation’ s requiring Participant to be based at any office or location that is more
than fifty (50) miles from Participant’ s office or location immediately prior to either the CIC Triggering
Event or the Change in Control;
(d) the failure by the Corporation (i) to continue in effect any bonus, stock option or other
cash or equity-based incentive plan or program in which Participant participates immediately prior to either
the CIC Triggering Event or the Change in Control that is material to Participant’ s total compensation,
unless a substantially equivalent arrangement (embodied in an ongoing substitute or alternative plan or
program) has been made with respect to such plan or program, or (ii) to continue Participant’ s participation
in such plan or program (or in such substitute or alternative plan or program) on a basis at least as
favorable, both in terms of the amount of benefits provided and the level of Participant’ s participation
relative to other participants, as existed immediately prior to the CIC Triggering Event or the Change in
Control; or
(e) the failure by the Corporation to continue to provide Participant with benefits
substantially similar to those received by Participant under any of the Corporation’ s pension (including, but
not limited to, tax-qualified plans), life insurance, health, accident, disability or other welfare plans or
programs in which Participant was participating, at costs substantially similar to those paid by Participant,
immediately prior to the CIC Triggering Event or the Change in Control.
A.18 “Grant Date” means the Grant Date set forth on page 1 of the Agreement.
A.19 “Internal Revenue Code” means the Internal Revenue Code of 1986 as amended and the
rules and regulations promulgated thereunder.
A.20 “Participant” means the Participant named on page 1 of the Agreement.
A.21 “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and also includes
any syndicate or group deemed to be a person under Section 13(d)(3) of the Exchange Act.
A.22 “PNC” means The PNC Financial Services Group, Inc.
A.23 “Restricted Period” means, subject to early termination if so determined by the
Committee or its delegate or pursuant to Section 7.7 of the Agreement, if applicable, the period from the