PNC Bank 2005 Annual Report Download - page 206

in control severance benefits (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 14.2 will no longer apply and will be replaced with the following subsection (c):
(c) No-Hire. Grantee agrees that Grantee 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.
14.3 Confidentiality. During Grantee’ s employment with the Corporation, and thereafter
regardless of the reason for termination of such employment, Grantee 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 Grantee, 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.
14.4 Ownership of Inventions. Grantee 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 Grantee during the term of
Grantee’ 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”). Grantee agrees to
assign and hereby does assign to PNC or its designee all of Grantee’ s right, title and interest, including
copyrights and patent rights, in and to all Developments. Grantee 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 14.4 shall be performed by Grantee without
further compensation and will continue beyond the Termination Date.
15. Enforcement Provisions. Grantee understands and agrees to the following provisions
regarding enforcement of the Agreement.
15.1 Governing Law and Jurisdiction. The 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 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 Agreement, Grantee 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 Agreement.
15.2 Equitable Remedies. A breach of the provisions of any of Sections 14.2, 14.3 or 14.4
will cause the Corporation irreparable harm, and the Corporation will therefore be entitled to issuance of
immediate, as well as permanent, injunctive relief restraining Grantee, and each and every person and
entity acting in concert or participating with Grantee, from initiation and/or continuation of such breach.
15.3 Tolling Period. If it becomes necessary or desirable for the Corporation to seek
compliance with the provisions of Section 14.2 by legal proceedings, the period during which Grantee shall
comply with said provisions will extend for a period of twelve (12) months from the date the Corporation
institutes legal proceedings for injunctive or other relief.
15.4 No Waiver. Failure of PNC to demand strict compliance with any of the terms,
covenants or conditions of the Agreement will not be deemed a waiver of such term, covenant or condition,
nor will 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.