PNC Bank 2005 Annual Report Download - page 175

4.4 Effect. The exercise, in whole or in part, of the Reload Option will cause a reduction in the number of
unexercised Covered Shares as to which the Reload Option is outstanding equal to the number of shares of
PNC common stock with respect to which the Reload Option is exercised.
5. Restrictions on Exercise and on Shares Issued on Exercise. Notwithstanding any other provision of
the Reload Agreement, the Reload 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 Reload 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 lawfu l 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 Reload Option and not retained as provided in Section 4.3.
7. Employment. Neither the granting of the Reload Option evidenced by the Reload Agreement nor any
term or provision of the Reload Agreement will constitute or be evidence of any understanding, expressed
or imp lied, on the part of PNC or any Subsidiary to employ Optionee for any period.
8. Subject to the Plan. The Reload Option evidenced by the Reload 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
Reload Agreement. In addition, the Reload Option is subject to any rules and regulations promulgated by
or under the authority of the Committee.
9. Applicable Law. The Reload Agreement is governed by and construed under the laws of the
Commonwealth of Pennsylvania, without reference to its conflict of laws provisions.
Notwithstanding anything in the Reload Agreement, PNC will not be required to comply with any term,
covenant or condition of the Reload 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 Reload 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.
10. Compliance with Internal Revenue Code Section 409A. To the extent that any of the terms or
provisions of this Reload Agreement or of the Reload Option may result in the application of Section 409A
of the Internal Revenue Code of 1986 as amended to this Reload Option, PNC may, without the consent of
Optionee, modify the Reload Agreement and the Reload Option to the extent and in the manner PNC
deems necessary or advisable in order to allow the Reload Option to be exc luded 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.