PNC Bank 2005 Annual Report Download - page 235

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 o f 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.
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