PNC Bank 2005 Annual Report Download - page 189

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 Reload 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.
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 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.
11. Compliance with Internal Revenue Code Section 409A. To the ext ent 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 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. No Additional Reload Option. Exercise of the Reload Option will not entitle Optionee to receive an
additional reload option, regardless of the manner in which the Reload Option is exercised.
13. Effective Date. If Optionee does not accept the grant of the Reload Option by executing and delivering
a copy of the Reload Agreement to PNC, without altering or changing the terms of the Reload Agreement
in any way, within thirty (30) days of receipt by Optionee of a copy of the Reload Agreement, PNC may, in
its sole discretion, withdraw its offer and cancel the Reload Option and the Reload Agreement at any time
prior to Optionee’ s delivery to PNC of a copy of the Reload Agreement executed by Optionee.
Otherwise, upon execution and delivery of the Reload Agreement by both PNC and Optionee and, in the
event that Optionee is subject to the reporting requirements of Section 16(a) of the Exchange Act with
respect to PNC securities, the filing with and acceptance by the SEC of a Form 4 reporting the Reload
Option Grant, the Reload Option and the Reload Agreement are effective as of the Reload Option Grant
Date.