Exhibit 10.63
FORM OF AGREEMENT
REGARDING
PORTION OF SALARY PAYABLE IN
STOCK UNITS
A GREEMENT dated as of the day of
,
(this “Agreement”) by and between The PNC Financial
Services Group, Inc., a Pennsylvania corporation (the
“Company” or “PNC”), and
(the “Executive”).
W HEREAS ,
the Personnel and Compensation Committee (the
“Committee”) of the board of directors of the Company
has determined that going forward and until the Committee
determines otherwise Executive’s base salary will be payable
partly in cash and partly in stock units.
N OW ,
THEREFORE , IT
IS HEREBY AGREED AS FOLLOWS :
1. Beginning with the first full
biweekly pay period that commences after the date of this Agreement
and continuing thereafter until the Committee determines otherwise,
Executive’s total base salary on a biweekly installment basis
is
$ .
Executive’s salary for each such biweekly pay period will be
paid
$
(the “Share Unit Salary”) in the form of PNC common
stock units (“Share Units”) and the remainder in cash,
in each case net of applicable withholdings and other deductions.
Once awarded, the Share Units will be fully vested and not subject
to the risk of forfeiture or any requirement of future
service.
2. The number of Share Units, each
representing the right to receive an amount of cash based on the
value of one share of PNC common stock, to be awarded to Executive
as part of Executive’s biweekly salary will be calculated as
follows:
First, subtract from the Share Unit
Salary the amount of then applicable tax withholdings and other
deductions to generate the net salary paid in Share Units. Then,
divide the net salary amount paid in Share Units by the reported
closing price on the New York Stock Exchange for a share of PNC
common stock on the pay date for such biweekly pay period (or, if
not a New York Stock Exchange trading day, on the immediately
preceding such trading day).
Each such biweekly payment will be a
“Dollar-Denominated Award” under the Company’s
2006 Incentive Award Plan (the “Plan”) with a Grant
Date for the award of the pay date for such biweekly salary payment
and will be subject to the terms and conditions of this Agreement
and the Plan. Executive will have no rights as a shareholder of PNC
by virtue of these awards or the related Dividend Equivalent awards
described below.
3. Each such biweekly Share Units
award will include Dividend Equivalents, payable in cash, with
respect to the same number of shares of PNC common stock as the
number of Share Units awarded. Such Dividend Equivalents will be
awards under the Plan with the same Grant Date as the Share Units
to which they relate, and will be subject to the terms and
conditions of this Agreement and the Plan.
With respect to each quarterly cash
dividend declared with respect to PNC common stock with a record
date during the period from the Grant Date for any Share Units and
the time such Share Units are settled in accordance with
Section 4 below, Executive will earn Dividend Equivalents
equal to the amount of the quarterly cash dividends Executive would
have received, if any, had the Share Units outstanding on the
record date in question been shares of PNC common stock issued and
outstanding on such record date. If Share Units are settled after
the dividend record date for a quarter but before the related
dividend payment date, the Dividend Equivalents for those Share
Units will reflect the dividend with respect to that record date,
if any.
PNC will not pay the Dividend
Equivalents as earned but instead will maintain a Dividend
Equivalent account for Executive in the aggregate amount of all
Dividend Equivalents on all Share Units owned by Executive from
time to time. The aggregate amount of such Dividend Equivalent
account will be paid in cash, subject to applicable withholdings
and other deductions, at the same time as the settlement of the
Share Units in accordance with Section 4. The Dividend
Equivalent account will not bear interest or other forms of
income.
4. Each such biweekly Share Units
award will be s
