PNC Bank 2005 Annual Report Download - page 151

(c) No-Hire. Optionee agrees that Optionee shall not, for a period of twelve (12) months after the
Termination Date, employ or offer to employ, solicit, actively interfere with PNC’ s or any PNC affiliate’ s
relationship with, or attempt to divert or entice away, any officer of PNC or any PNC affiliate.
9.3 Confidentiality. During Optionee’ s employment with the Corporation, and thereafter regardless of the
reason for termination of such employment, Optionee will not disclose or use in any way any confidential
business or technical information or trade secret acquired in the course of such employment, all of which is
the exclusive and valuable property of the Corporation whether or not conceived of or prepared by
Optionee, other than (a) information generally known in the Corporation’ s industry or acquired from public
sources, (b) as required in the course of employment by the Corporation, (c) as required by any court,
supervisory authority, administrative agency or applicable law, or (d) with the prior written consent of
PNC.
9.4 Ownership of Inventions. Optionee shall promptly and fully disclose to PNC any and all inventions,
discoveries, improvements, ideas or other works of inventorship or authorship, whether or not patentable,
that have been or will be conceived and/or reduced to practice by Optionee during the term of Optionee’ s
employment with the Corporation, whether alone or with others, and that are (a) related directly or
indirectly to the business or activities of PNC or any Subsidiary or (b) developed with the use of any time,
material, facilities or other resources of PNC or any Subsidiary (“Developments”). Optionee agrees to
assign and hereby does assign to PNC or its designee all of Optionee’ s right, title and interest, including
copyrights and patent rights, in and to all Developments. Optionee shall perform all actions and execute all
instruments that PNC or any Subsidiary shall deem necessary to protect or record PNC’ s or its designee’ s
interests in the Developments. The obligations of this Section 9.4 shall be performed by Optionee without
further compensation and shall continue beyond the Termination Date.
10. Enforcement Provisions. Optionee understands and agrees to the following provisions regarding
enforcement of the Agreement.
10.1 Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of laws provisions. Any dispute or claim
arising out of or relating to the Agreement or claim of breach hereof shall be brought exclusively in the
federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny
County, Pennsylvania. By execution of the Agreement, Optionee and PNC hereby consent to the exclusive
jurisdiction of such courts, and waive any right to challenge jurisdiction or venue in such courts with regard
to any suit, action, or proceeding under or in connection with the Agreement.
10.2 Equitable Remedies. A breach of the provisions of any of Sections 9.2, 9.3 or 9.4 will cause the
Corporation irreparable harm, and the Corporation will therefore be entitled to issuance of immediate, as
well as permanent, injunctive relief restraining Optionee, and each and every person and entity acting in
concert or participating with Optionee, from initiation and/or continuation of such breach.
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.