PNC Bank 2005 Annual Report Download - page 219

whole shares of PNC common stock from the shares granted pursuant to the Agreement to satisfy the
minimum amount of taxes required to be withheld by the Corporation in connection with the Restricted
Shares. For purposes of this Section 10.2, shares of PNC common stock retained to satisfy applicable
withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding
obligation arises.
PNC will not retain more than the number of shares sufficient to satisfy the minimum amount of
taxes required to be withheld in connection with the Restricted Shares. If Grantee desires to have an
additional amount withheld above the required minimum, up to Grantee’ s W-4 obligation if higher, and if
PNC so permits, Grantee may elect to satisfy this additional withholding either: (a) by payment of cash; or
(b) using whole shares of PNC common stock (either by physical delivery to PNC of certificates for the
shares or through PNC’ s share attestation procedure) that are not subject to any 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) months preceding the Termination Date, or (iii) was, as of the Termination Date,