PNC Bank 2005 Annual Report Download - page 152

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 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.
IN WITNESS WHEREOF, PNC has caused the Agreement to be signed on its behalf effective as of the Grant
Date.
THE PNC FINANCIAL SERVICES GROUP, INC.
By:
Chairman and Chief Executive Officer
ATTEST:
By:
Corporate Secretary