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DOCUMENT TITLE:  2009 FORMS OF EMPLOYEE STOCK OPTION, RESTRICTED STOCK, RESTRICTED SHARE UNIT AND PERFORMANCE UNIT AGREEMENTS .
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Clause Heading
2.2 - Reload Option Period.
2.3 - Nontransferability; Designation of Beneficiary; Payment to Legal Representative.
3 - Capital Adjustments.
4.1 - Notice and Effective Date.
4.2 - Payment of Reload Option Price.
4.3 - Payment of Taxes.
4.4 - Effect.
5 - Restrictions on Exercise and on Shares Issued on Exercise.
6 - Rights as Shareholder.
7 - Employment.
8 - Subject to the Plan.
9.1 - General.
9.2 - Non-Solicitation; No-Hire.
(b) - Non-Solicitation.
(b) - No-Hire.
(c) - No-Hire.
9.3 - Confidentiality.
9.4 - Ownership of Inventions.
10 - Enforcement Provisions.
10.1 - Governing Law and Jurisdiction.
10.2 - Equitable Remedies.
10.3 - Tolling Period.
10.4 - No Waiver.
10.5 - Severability.
10.6 - Reform.
10.7 - Waiver of Jury Trial.
10.8 - Applicable Law.
11 - No Additional Reload Option.
12 - Effective Date.
(a) - Expiration Date.
(b) - Termination for Cause.
(d) - Detrimental Conduct.
1 - Definitions; Grant of Option.
2.1 - Type of Option.
2.2 - Option Period.
2.3 - Formal Allegations of Detrimental Conduct.
2.4 - Nontransferability; Designation of Beneficiary; Payment to Legal Representative.
4.2 - Payment of Option Price.
4.3 - Payment of Withholding Taxes.
(c) - Non-Solicitation.
11 - Effective Date.
12 - Discretionary Grants, No Entitlement and No Claim for Compensation.
13 - Data Privacy.
(d) - Non-Solicitation.
1 - Definitions.
2 - Grant of Restricted Shares.
3 - Terms of Grant.
4 - Rights as Shareholder.
5 - Capital Adjustments.
7.1 - Forfeiture on Termination of Employment.
7.2 - Forfeiture for Detrimental Conduct.
7.3 - Death.
7.4 - Qualifying Disability Termination.
7.5 - Qualifying Retirement.
7.6 - Termination in Anticipation of a Change of Control.
7.7 - Other Committee Authority.
8 - Change of Control.
9 - Termination of Prohibitions; Payment to Legal Representative.
10 - Payment of Taxes.
10.2 - Other Tax Liabilities.
11 - Employment.
12 - Subject to the Plan and the Committee.
13 - Headings; Entire Agreement.
14.1 - General.
14.2 - Non-Solicitation; No-Hire.
(a) - Non-Solicitation.
14.3 - Confidentiality.
14.4 - Ownership of Inventions.
15 - Enforcement Provisions.
15.1 - Governing Law and Jurisdiction.
15.2 - Equitable Remedies.
15.3 - Tolling Period.
15.4 - No Waiver.
15.5 - Severability.
15.6 - Reform.
15.7 - Waiver of Jury Trial.
15.8 - Applicable Law.
16 - Acceptance of Grant; PNC Right to Cancel.
7.6 - Qualifying DEAP Termination.
7.7 - Termination in Anticipation of a Change of Control.
7.8 - Other Committee Authority.
2 - Grant of Restricted Share Units with Dividend Equivalents.
4 - Dividend Equivalents.
(a) - Termination for Cause.
(b) - Competitive Activities.
(a) - Vesting.
(b) - Settlement.
7 - No Rights as Shareholder.
8 - Capital Adjustments.
10 - Withholding Taxes.
12 - Subject to the Plan and the Compensation Committee.
14 - Enforcement Provisions.
14.1 - Governing Law and Jurisdiction.
14.2 - No Waiver.
14.3 - Applicable Law.
15 - Acceptance of Grant; PNC Right to Cancel.
3 - Terms of Award.
5.1 - Termination for Cause.
5.2 - Termination Other than for Death or Disability.
5.3 - Detrimental Conduct.
5.4 - Judicial Criminal Proceedings.
5.5 - Termination of Award Upon Forfeiture of Units.
6.1 - Vesting.
6.2 - Settlement.
16 - Acceptance of Award; PNC Right to Cancel.
(a) - For First Tranche Shares:
(b) - For Second Tranche Shares:
7.5 - Other Committee Authority.
(c) - For Third Tranche Shares:
5.2 - Termination Prior to 3rd Anniversary of Grant Date Other than for Death or Disability.
7 - No Rights as Shareholder Until Issuance of Shares.
2 - Grant of 2009 Performance Units.
3 - Corporate Performance Conditions.
3.1 - Performance Criteria.
3.2 - Benchmark Performance Indices and Annual Potential Payout Calculation Schedules.
3.3 - Calculation of Applicable Annual Potential Payout Percentages.
4 - Grantee Service Requirement and Limitation of Potential Award; Early Termination of Grant.
4.1 - Eligibility for an Award; Employment Conditions and Early Termination of Grant.
4.2 - Death While an Employee.
4.3 - Qualifying Retirement.
4.4 - Qualifying Disability Termination.
4.5 - Qualifying Termination in Anticipation of a Change of Control.
5 - Certification of Performance Results; Calculation of Maximum Potential Payout Amount; and Final Award Determination.
(a) - Non-Exceptional Circumstances Standard Payout Calculation.
(b) - Death While an Employee.
(e) - Qualifying Termination in Anticipation of a Change of Control.
(c) - Retirement.
(d) - Disability.
5.2 - Final Award Determination by Committee.
6.1 - Final Award Calculation.
(a) - Standard Change of Control Payout Calculation.
(b) - Death.
(c) - Qualifying Retirement.
6.2 - No Committee Discretion.
(a) - Form of Payment.
(b) - Timing.
(c) - Disputes.
7.2 - Payment of Final Award Determined by Section 6.
(a) - Timing.
7.4 - Termination of Grant as to Any Unawarded Performance Units.
(b) - Form of Payment.
7.3 - Final Award Fully Vested.
10 - Withholding Taxes; Payment Upon Inclusion Under Section 409A.
14 - Certain Definitions.
15.1 - General.
15.2 - Non-Solicitation; No-Hire.
15.3 - Confidentiality.
15.4 - Ownership of Inventions.
16 - Enforcement Provisions.
16.1 - Governing Law and Jurisdiction.
16.2 - Equitable Remedies.
16.3 - Tolling Period.
16.4 - No Waiver.
16.5 - Severability.
16.6 - Reform.
16.7 - Waiver of Jury Trial.
16.8 - Applicable Law.
17 - Acceptance of Grant; PNC Right to Cancel; Effectiveness of Agreement.