PNC Bank 2005 Annual Report Download - page 234

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,
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.13 of Annex A or, if Grantee was a
party to a written agreement between Grantee and PNC providing, among other things, for certain change
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