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Exhibit
10.18
THE PNC FINANCIAL SERVICES
GROUP, INC.
EMPLOYEE STOCK PURCHASE
PLAN
(amended and restated as
of February 13, 2007)
ARTICLE I
PURPOSE AND SCOPE OF THE
PLAN
The PNC Financial Services
Group, Inc. Employee Stock Purchase Plan is intended to encourage
employee participation in the ownership and economic progress of
the Corporation.
Unless the context clearly
indicates otherwise, the following terms have the meaning set forth
below:
Board of Directors or
Board means the Board of Directors of the
Corporation.
Code means the
Internal Revenue Code of 1986 as amended.
Common Stock means
shares of the common stock, par value $5.00 per share, of the
Corporation.
Corporate Retirement
Plans means the department of the Corporation responsible for
the day-to-day administration of and recordkeeping for the
Plan.
Corporation means The
PNC Financial Services Group, Inc.
Compensation means the
regular remuneration paid to an Employee by the Corporation or
Designated Subsidiary which, in the case of an Employee who
receives commission income, means commissions, guarantees, branch
profits and incentive pay (excluding any bonus) and, in the case of
any other Employee, means base salary or wages. As used in this
definition, “base salary and wages” includes any base
salary or wage amount paid to an Employee by the Corporation or a
Designated Subsidiary that would be included in the
Employee’s U.S. taxable income but for the fact that such
amount was contributed by the Employee to a tax-qualified plan
pursuant to an elective deferral under Section 401(k) of the
Code, was contributed by the Employee under a flexible benefit
arrangement described in Section 125 of the Code, or was
deferred by the Employee’s election pursuant to the terms of
the Corporation’s Supplemental Incentive Savings Plan
(“SISP”) or any successor plan to the SISP.
Continuous Service
means the period of time, uninterrupted by a termination of
employment, that an Employee has been employed by the Corporation
and/or a Designated Subsidiary immediately preceding an Offering
Date. Such period of time will include any approved leave of
absence.
Designated Subsidiary
means any Subsidiary that has been designated by the Plan Committee
to participate in the Plan.
Employee means any
individual classified by the Corporation or a Designated Subsidiary
as an employee.
Exercise Date means
June 30 and December 31 of each Plan Year; provided,
however, that for the Option Period that begins on June 1,
2003, Exercise Date means December 31, 2003.
Fair Market Value of a
share of Common Stock means the last price of the Common Stock on
the applicable date as reported by the Wall Street Journal, or, if
no such price is reported for that day, on the last preceding day
for which such price is reported, or such other reasonable method
of determining fair market value as the Plan Committee may
adopt.
Offering Date means
July 1 and January 1 of each Plan Year; provided,
however, that for the Option Period which begins on June 1,
2003, Offering Date means June 1, 2003.
Option Period or
Period means the period beginning on an Offering Date and
ending on the next succeeding Exercise Date; provided, however,
that the first Option Period under the terms of the Plan, as
amended and restated as of May 31, 2003, will begin on
June 1, 2003 and end on December 31, 2003.
Option Price means the
purchase price of a share of Common Stock hereunder as provided in
Section 3.1.
Participant means any
Employee who (i) is eligible to participate in the Plan under
Section 2.1 hereof and (ii) elects to
participate.
Plan means the
Corporation’s Employee Stock Purchase Plan, which is the Plan
set forth in this document, as the same may be amended from time to
time in accordance with the terms of Section 6.3.
Plan Account or
Account means the account established and maintained under
the Plan in the name of the Participant.
Plan Committee means a
committee of officers of the Corporation and/or Designated
Subsidiaries appointed by the Board of Directors or the Personnel
and Compensation Committee of the Board, which committee of
officers will administer the Plan as provided in
Section 1.3.
Plan Year means the
twelve (12) consecutive month period beginning on
January 1 and ending on the following December 31;
provided, however, that the first Plan Year for the Plan as amended
and restated as of May 31, 2003 will be the seven
(7) consecutive month period beginning June 1, 2003 and
ending on December 31, 2003.
“ Retire,”
“Retires,” or “Retirement” means
termination of Participant’s employment with the Corporation
or a Designated Subsidiary at any time and for any reason (other
than
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termination by reason of the
Participant’s death or by the Corporation or a Designated
Subsidiary for cause or termination in connection with a
divestiture of assets or of one or more subsidiaries of the
Corporation) on or after the first day of the first month
coincident with or next following the date on which Participant
attains age fifty-five (55) and completes five (5) years
of service, determined in the same manner as the determination of
five (5) years of vesting service as calculated under the
provisions of The PNC Financial Services Group, Inc. Pension
Plan.
Stock Purchase
Agreement means the form prescribed by the Plan Committee which
must be completed and executed by an Employee who elects to
participate in the Plan.
Subsidiary means any
company in which the Corporation owns, directly or indirectly,
shares possessing 50% or more of the total combined voting power of
all classes of stock.
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Administration of Plan; Delegation |
Subject to oversight by the
Board of Directors or the Board’s Personnel and Compensation
Committee, the Plan Committee will have the authority to administer
the Plan and to make and adopt rules and regulations not
inconsistent with the provisions of the Plan or the Code. The Plan
Committee will adopt the form of Stock Purchase Agreement and all
notices required hereunder. Its interpretations and decisions in
respect to the Plan will, subject as aforesaid, be final and
conclusive. The Plan Committee will have the authority to appoint
an Employee as Plan Manager and to delegate to the Plan Manager
such authority with respect to the administration of the Plan as
the Plan Committee, in its sole discretion, deems advisable from
time to time.
The Board or the Personnel
and Compensation Committee of the Board may, in its sole
discretion, delegate authority hereunder, including but not limited
to delegating authority to amend, administer, interpret, construe
or vary the Plan, to the extent permitted by applicable law or
administrative or regulatory rule.
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Effective Date of Plan and of Plan
Amendments |
The effective date of the
Plan, as adopted by the Board of Directors of the Corporation and
approved by the shareholders of the Corporation, was June 1,
2003. The extension of the term of the Plan by the Personnel and
Compensation Committee of the Board was effective as of
May 31, 2003. Except as otherwise set forth herein, the
amendment and restatement of the Plan as of May 31, 2003 was,
in all other respects, effective as of June 1, 2003. The
amendment and restatement of the Plan by the Personnel and
Compensation Committee of the Board April 6, 2004 was
effective as of April 6, 2004, and the amendment and
restatement of the Plan by the Personnel and Compensation Committee
of the Board February 13, 2007 was effective as of
February 13, 2007.
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Extension or Termination of Plan |
The Plan will continue in
effect through and including December 31, 2008, unless
terminated prior thereto pursuant to Section 4.3 or by the
Board of Directors or the Personnel and Compensation Committee of
the Board, each of which will have the right to extend the term
of
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or terminate the Plan at any time. Upon
any such termination, the balance, if any, in each
Participant’s Account will be refunded to the Participant, or
otherwise dispo
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