PNC Bank 2005 Annual Report Download - page 188

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):
(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 Reload Agreement.
10.1 Governing Law and Jurisdiction. The Reload 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 Reload 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 Reload 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 Reload
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