PNC Bank 2005 Annual Report Download - page 135

Fair Market Value of the shares of PNC common stock otherwise issuable upon exercise of the Option but
retained pursuant to Section 4.3(b) exceed the minimum amount of taxes required to be withheld in
connection with the Option exercise.
4.4 Effect. The exercise, in whole or in part, of the Option will cause a reduction in the number of
unexercised Covered Shares as to which the Option is outstanding equal to the number of shares of PNC
common stock with respect to which the Option is exercised.
5. Restrictions on Exercise and on Shares Issued on Exercise. Notwithstanding any other provision of
the Agreement, the Option may not be exercised at any time that PNC does not have in effect a registration
statement under the Securities Act of 1933 as amended relating to the offer of shares of PNC common
stock under the Plan unless PNC agrees to permit such exercise. Upon the issuance of any shares of PNC
common stock pursuant to exercise of the Option at a time when such a registration statement is not in
effect, Optionee will, upon the request of PNC, agree in writing that Optionee is acquiring such shares for
investment only and not with a view to resale and that Optionee will not sell, pledge, or otherwise dispose
of such shares unless and until (a) PNC is furnished with an opinion of counsel to the effect that registration
of such shares pursuant to the Securities Act of 1933 as amended is not required by that Act or by rules and
regulations promulgated thereunder, (b) the staff of the SEC has issued a no-action letter with respect to
such disposition, or (c) such registration or notification as is, in the opinion of counsel for PNC, required
for the lawful disposition of such shares has been filed and has become effective; provided, however, that
PNC is not obligated hereby to file any such registration or notification. PNC may place a legend
embodying such restrictions on the certificate(s) evidencing such shares.
6. Rights as Shareholder. Optionee will have no rights as a shareholder with respect to any Covered
Shares until the Exercise Date and then only with respect to those shares of PNC common stock issued
upon such exercise of the Option and not retained as provided in Section 4.3.
7. Employment. Neither the granting of the Option evidenced by the Agreement nor any term or
provision of the Agreement will constitute or be evidence of any understanding, expressed or implied, on
the part of PNC or any Subsidiary to employ Optionee for any period.
8. Subject to the Plan. The Option evidenced by the Agreement and the exercise thereof are subject to
the terms and conditions of the Plan, which is incorporated by reference herein and made a part hereof, but
the terms of the Plan will not be considered an enlargement of any benefits under the Agreement. In
addition, the Option is subject to any rules and regulations promulgated by or under the authority of the
Committee.
9. Optionee Covenants.
9.1 General. Optionee and PNC acknowledge and agree that Optionee has received adequate
consideration with respect to enforcement of the provisions of Sections 9 and 10 hereof by virtue of
receiving this Option, which gives Optionee an opportunity potentially to benefit from an increase in the
future value of PNC common stock (regardless of whether any such benefit is ultimately realized); that
such provisions are reasonable and properly required for the adequate protection of the business of the
Corporation; and that enforcement of such provisions will not prevent Optionee from earning a living.
9.2 Non-Solicitation; No-Hire. Optionee agrees to comply with the provisions of subsections (a) and (b)
of this Section 9.2 while employed by the Corporation and for a period of twelve (12) months after
Optionee’ s Termination Date regardless of the reason for such termination of employment.
(a) Non-Solicitation. Optionee shall not, directly or indirectly, either for Optionee’ s own benefit or
purpose or for the benefit or purpose of any Person other than PNC or any Subsidiary, solicit, call on, do
business with, or actively interfere with PNC’ s or any Subsidiary’ s relationship with, or attempt to divert or
entice away, any Person that Optionee should reasonably know (i) is a customer of PNC or any Subsidiary
for which PNC or any Subsidiary provides any services as of the Termination Date, or (ii) was a customer
of PNC or any Subsidiary for which PNC or any Subsidiary provided any services at any time during the