PNC Bank 2005 Annual Report Download - page 150

regulations promulgated thereunder, (b) the staff of the SEC has issued a no-action letter with respect to
such dis position, 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.
(b) 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
twelve (12) months preceding the Termination Date, or (iii) was, as of the Termination Date, considering
retention of PNC or any Subsidiary to provide any services.
(b) No-Hire. 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, employ or offer to employ, call on,
or actively interfere with PNC’ s or any Subsidiary’ s relationship with, or attempt to divert or entice away,
any employee of the Corporation, nor shall Optionee assist any other Person in such activities.
Notwithstanding the above, if Optionee’ s employment with the Corporation is terminated by the
Corporation without Cause or by Optionee with Good Reason and such Termination Date occurs during a
Coverage Period (either as Coverage Period is defined in Section A.11 of Annex A or, if Optionee was a
party to a CIC Severance Agreement that was in effect at the time of such termination of employment, as
Coverage Period is defined in such CIC Severance Agreement, if longer), then commencing immediately
after such Termination Date, the provisions of subsections (a) and (b) of this Section 9.2 shall no longer
apply and shall be replaced with the following subsection (c):