PNC Bank 2008 Annual Report Download - page 168

Equity Compensation Plan Information
At December 31, 2008
(a) (b) (c)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
1997 Long-Term Incentive Award Plan (Note 1)
Stock Options 9,538,041 $ 62.87
Incentive Performance Unit Awards (Note 2) 173,500 N/A
Subtotal 9,711,541 1,945,317
2006 Incentive Award Plan (Note 3 and Note 4)
Stock Options 4,833,761 $ 64.29 34,361,855
Incentive Performance Unit Awards (Note 2) 285,500 N/A
1996 Executive Incentive Award Plan Incentive Awards N/A (Note 5)
Employee Stock Purchase Plan (Note 6) 1,168,517
1992 Director Share Incentive Plan N/A 367,268
Total approved by security holders 14,830,802 37,842,957
Equity compensation plans not approved by security holders (Note 7)
Former National City Corporation Stock Option Plans 1,743,711 $636.31
Former National City Corporation Deferred Compensation Plan 34,140 (Note 8)
Former National City Corporation Restricted Stock Units 1,646
Former Sterling Financial Corporation Stock Option Plan 165,357 $ 66.83
Total not approved by security holders 1,944,854
Total 16,775,656 37,842,957
N/A – not applicable
Note 1 – After shareholder approval of the 2006 Incentive Award Plan at the 2006 annual meeting of PNC’s shareholders on April 25, 2006 (see Note 3 below), no further grants were
permitted under the 1997 Long-Term Incentive Award Plan, other than for the exercise of reload or performance unit rights. As of December 31, 2008, the number of remaining shares
reserved under this plan for that purpose was 1,945,317.
Note 2 – These incentive performance unit awards provide for the issuance of shares of common stock (up to a target number of shares) based on the degree to which corporate
performance goals established by the Personnel and Compensation Committee (“Committee”) have been achieved, and, if a premium level of such performance is achieved, for further
payment in cash. The numbers in column (a) of this table for these awards reflect the maximum number of shares that could be issued pursuant to grants outstanding at December 31, 2008
upon achievement of the performance goals and other conditions of the grants. Grants under the 1997 Long-Term Incentive Award Plan were made in the first quarter of 2006. Grants
under the 2006 Incentive Award Plan were made in the first quarter of 2007 and the first quarter of 2008.
Note 3 – The 2006 Incentive Award Plan was adopted by the Board on February 15, 2006 and approved by the PNC shareholders at the 2006 annual meeting on April 25, 2006. The plan
initially authorized up to 40,000,000 shares of common stock for issuance under the plan, subject to adjustment in certain circumstances. If and to the extent that options and SARs granted
under the plan, or granted under the prior plan and outstanding on the approval date of the plan, terminate, expire or are cancelled, forfeited, exchanged or surrendered after the effective
date of the plan without being exercised or if any share awards, share units, dividend equivalents or other share-based awards are forfeited or terminated, or otherwise not paid in full,
after the effective date of the plan, the shares subject to such grants become available again for purposes of the plan.
Note 4 – Under the 2006 Incentive Award Plan, awards or portions of awards that, by their terms, are payable only in cash do not reduce the number of shares that remain available for
issuance under the plan (the number in column (c)). During 2008, a total of 371,302 cash-payable share units plus cash-payable dividend equivalents with respect to 91,449 of those share
units were granted under the plan. This number includes the cash-payable portion of the 2008 incentive performance unit award grants described in Note 2 above, an incremental change
in the cash-payable portion of the 2007 incentive performance unit award grants described above, a separate 2008 incentive performance unit award grant payable solely in cash, and
2008 grants of restricted share units (some of which include rights to dividend equivalents) payable solely in cash. Payments are subject to the conditions of the individual grants,
including, where applicable, the achievement of any performance goals established for such grants. The comparable amount for 2007 was 189,581 cash-payable share units plus cash-
payable dividend equivalents with respect to 68,288 share-payable restricted share units.
Note 5 – The 1996 Executive Incentive Award Plan is a shareholder-approved plan that enables PNC to pay annual bonuses to its senior executive officers based upon the achievement of
specified levels of performance. The plan as amended and restated as of January 1, 2007 was adopted by the Board on February 14, 2007 and approved by the PNC shareholders at the
2007 annual meeting on April 24, 2007. The plan does not specify a fixed share amount for awards under the plan. Rather, it provides for maximum bonus awards for a given period
(generally a year) for each individual plan participant of 0.2% of incentive income for that period. Incentive income is based on PNC’s consolidated pre-tax net income as further adjusted
for the impact of changes in tax law, extraordinary items, discontinued operations, acquisition and merger integration costs, and for the impact of PNC’s obligation to fund certain
BlackRock long-term incentive programs. Although the size of awards under the plan is dollar-denominated, payment may be made in cash, in stock, or in a combination of cash and stock.
During 2008, PNC paid a portion of annual bonuses awarded under this plan for 2007 performance in the form of restricted stock. PNC has reduced the number of shares available for
issuance under its 2006 Incentive Award Plan (as reflected in the number under column (c) for that plan) for this restricted stock.
164