PNC Bank 2005 Annual Report Download - page 221

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.
15.5 Severability. The restrictions and obligations imposed by Sections 14.2, 14.3 and 14.4
are separate and severable, and it is the intent of Grantee 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 will remain valid and binding upon
Grantee.
15.6 Reform. In the event any of Sections 14.2, 14.3 and 14.4 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 Grantee and PNC that said court reduce and reform the
provisions thereof so as to apply the greatest limitations considered enforceable by the court.
15.7 Waiver of Jury Trial. Each of Grantee 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 14.2, 14.3 and
14.4.
15.8 Applicable Law. Notwithstanding anything in the Agreement, PNC will not be required
to comply with any term, covenant or condition of the 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 Grantee, Grantee agrees to reimburse PNC for any amounts Grantee may be required to
reimburse PNC or its subsidiaries 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 Agreement to the extent that doing
so would require that Grantee reimburse PNC or its subsidiaries for such amounts pursuant to Section 304
of the Sarbanes-Oxley Act of 2002.
16. Compliance with Internal Revenue Code Section 409A. To the extent that any of the
terms or provisions of the Agreement or of the Grant may result in the application of Section 409A of the
Internal Revenue Code to this Grant, PNC may, without the consent of Grantee, modify the Agreement and
the Grant to the extent and in the manner PNC deems necessary or advisable in order to allow the Grant 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.
17. Acceptance of Grant; PNC Right to Cancel. If Grantee does not accept the Grant by
executing and delivering a copy of the Agreement to PNC, without altering or changing the terms thereof in
any way, within thirty (30) days of receipt by Grantee of a copy of the Agreement, PNC may, in its sole
discretion, withdraw its offer and cancel the Grant at any time prior to Grantee’ s delivery to PNC of a copy
of the Agreement executed by Grantee. Otherwise, upon execution and delivery of the Agreement by both
PNC and Grantee and, in the event that Grantee 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 Grant, the Agreement is effective.
Grantee will not have any of the rights of a shareholder with respect to the Restricted Shares as set
forth in Section 4, and will not have the right to vote or to receive dividends on such shares, until the date