PNC Bank 2005 Annual Report Download - page 137

10.3 Tolling Period. If it becomes necessary or desirable for the Corporation to seek compliance with the
provisions of Section 9.2 by legal proceedings, the period during which Optionee shall comply with said
provisions will extend for a period of twelve (12) months from the date the Corporation institutes legal
proceedings for injunctive or other relief.
10.4 No Waiver. Failure of PNC to demand strict compliance with any of the terms, covenants or
conditions of the Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall
any waiver or relinquishment of any such term, covenant or condition on any occasion or on multiple
occasions be deemed a waiver or relinquishment of such term, covenant or condition.
10.5 Severability. The restrictions and obligations imposed by Sections 9.2, 9.3 and 9.4 are separate and
severable, and it is the intent of Optionee and PNC that if any restriction or obligation imposed by any of
these provisions is deemed by a court of competent jurisdiction to be void for any reason whatsoever, the
remaining provisions, restrictions and obligations shall remain valid and binding upon Optionee.
10.6 Reform. In the event any of Sections 9.2, 9.3 and 9.4 are determined by a court of competent
jurisdiction to be unenforceable because unreasonable either as to length of time or area to which said
restriction applies, it is the intent of Optionee and PNC that said court reduce and reform the provisions
thereof so as to apply the greatest limitations considered enforceable by the court.
10.7 Waiver of Jury Trial. Each of Optionee and PNC hereby waives any right to trial by jury with regard
to any suit, action or proceeding under or in connection with any of Sections 9.2, 9.3 and 9.4.
10.8 Applicable Law. Notwithstanding anything in the Agreement, PNC will not be required to comply
with any term, covenant or condition of the Agreement if and to the extent prohibited by law, including but
not limited to federal banking and securities regulations, or as otherwise directed by one or more regulatory
agencies having jurisdiction over PNC or any of its subsidiaries. Further, to the extent, if any, applicable to
Optionee, Optionee agrees to reimburse PNC for any amounts Optionee may be required to reimburse the
Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, and agrees that PNC need not
comply with any term, covenant or condition of the Agreement to the extent that doing so would require
that Optionee reimburse PNC or its subsidiaries for such amounts pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002.
11. Compliance with Internal Revenue Code Section 409A. To the extent that any of the terms or
provisions of this Agreement or of the Option may result in the application of Section 409A of the Internal
Revenue Code of 1986 as amended to this Option, PNC may, without the consent of Optionee, modify the
Agreement and the Option to the extent and in the manner PNC deems necessary or advisable in order to
allow the Option to be excluded from the definition of “deferred compensation” within the meaning of such
Section 409A or in order to comply with the provisions of Section 409A, other applicable provision(s) of
the Internal Revenue Code, and/or any rules, regulations or other regulatory guidance issued under such
statutory provisions.
12. Effective Date. If Optionee does not accept the grant of the Option by executing and delivering a copy
of the Agreement to PNC, without altering or changing the terms of the Agreement in any way, within
thirty (30) days of receipt by Optionee of a copy of the Agreement, PNC may, in its sole discretion,
withdraw its offer and cancel the Option and the Agreement at any time prior to Optionee’ s delivery to
PNC of a copy of the Agreement executed by Optionee.
Otherwise, upon execution and delivery of the Agreement by both PNC and Optionee and, in the event that
Optionee is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PNC
securities, the filing with and acceptance by the SEC of a Form 4 reporting the Grant, the Option and the
Agreement are effective as of the Grant Date.