PNC Bank 2005 Annual Report Download - page 205

contractual restriction, pledge or other encumbrance and that have been owned by Grantee for at least six
(6) months and, in the case of restricted stock, for which it has been at least six (6) months since the
restrictions lapsed. Any such tax election shall be made pursuant to a form provided by PNC. Shares of
PNC common stock that are used for this purpose will be valued at their Fair Market Value on the date the
tax withholding obligation arises. If Grantee’ s W-4 obligation does not exceed the required minimum
withholding in connection with the Restricted Shares, no additional withholding may be made.
11. Employment. Neither the granting and issuance of the Restricted Shares nor any term or
provision of the Agreement shall constitute or be evidence of any understanding, expressed or implied, on
the part of PNC or any Subsidiary to employ Grantee for any period or in any way alter Grantee’ s status as
an employee at will.
12. Subject to the Plan and the Committee. In all respects the Grant and the Agreement are
subject to the terms and conditions of the Plan, which has been made available to Grantee and is
incorporated herein by reference; provided, however, the terms of the Plan shall not be considered an
enlargement of any benefits under the Agreement. Further, the Grant and the Agreement are subject to any
interpretation of, and any rules and regulations issued by, the Committee or under the authority of the
Committee, whether made or issued before or after the Grant Date.
13. Headings; Entire Agreement. Headings used in the Agreement are provided for
reference and convenience only, shall not be considered part of the Agreement, and shall not be employed
in the construction of the Agreement. The Agreement constitutes the entire agreement between Grantee
and PNC and supersedes all other discussions, negotiations, correspondence, representations,
understandings and agreements between the parties with respect to the subject matter hereof.
14. Grantee Covenants.
14.1 General. Grantee and PNC acknowledge and agree that Grantee has received adequate
consideration with respect to enforcement of the provisions of Sections 14 and 15 by virtue of receiving
this grant of Restricted Shares (regardless of whether such shares ultimately become Awarded Shares); that
such provisions are reasonable and properly required for the adequate protection of the business of the
Corporation; and that enforcement of such provisions will not prevent Grantee from earning a living.
14.2 Non-Solicitation; No-Hire. Grantee agrees to comply with the provisions of subsections
(a) and (b) of this Section 14.2 while employed by the Corporation and for a period of twelve (12) months
after Grantee’ s Termination Date regardless of the reason for such termination of employment.
(a) Non-Solicitation. Grantee shall not, directly or indirectly, either for Grantee’ s own
benefit or purpose or for the benefit or purpose of any Person other than PNC or any Subsidiary, solicit, call
on, do business with, or actively interfere with PNC’ s or any Subsidiary’ s relationship with, or attempt to
divert or entice away, any Person that Grantee should reasonably know (i) is a customer of PNC or any
Subsidiary for which PNC or any Subsidiary provides any services as of the Termination Date, or (ii) was a
customer of PNC or any Subsidiary for which PNC or any Subsidiary provided any services at any time
during the twelve (12) mo nths preceding the Termination Date, or (iii) was, as of the Termination Date,
considering retention of PNC or any Subsidiary to provide any services.
(b) No-Hire. Grantee shall not, directly or indirectly, either for Grantee’ s own benefit or
purpose or for the benefit or purpose of any Person other than PNC or any Subsidiary, employ or offer to
employ, call on, 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 Grantee assist any other Person in such
activities.
Notwithstanding the above, if Grantee’ s employment with the Corporation is terminated by the
Corporation without Cause or by Grantee with Good Reason and such Termination Date occurs during a
Coverage Period (either as Coverage Period is defined in Section A.12 of Annex A or, if Grantee was a
party to a written agreement between Grantee and PNC providing, among other things, for certain change