PNC Bank 2005 Annual Report Download - page 282

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 Participant
and PNC and supersedes all other discussions, negotiations, correspondence, representations,
understandings and agreements between the parties with respect to the subject matter hereof.
14. Participant Covenants .
14.1 General. Participant and PNC acknowledge and agree that Participant has received
adequate consideration with respect to enforcement of the provisions of Sections 14 and 15 by virtue of
receiving the Award (regardless of whether such Award ultimately vests); that such provisions are
reasonable and properly required for the adequate protection of the business of the Corporation; and that
enforcement of such provis ions will not prevent Participant from earning a living.
14.2 Non-Solicitation; No-Hire. Participant 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 Participant’ s Termination Date regardless of the reason for such termination of
employment.
(a) Non-Solicitation. Participant shall not, directly or indirectly, either for Participant’ 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 Participant 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. Participant shall not, directly or indirectly, either for Participant’ 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 Participant assist any other Person in such
activities.
Notwithstanding the above, if Participant’ s employment with the Corporation is terminated by the
Corporation without Cause or by Participant with Good Reason and such Termination Date occurs during a
Coverage Period (either as Coverage Period is defined in Section A.12 of Annex A or, if Participant was a
party to a written agreement between Participant 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. Participant agrees that Participant 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 Participant’ s employment with the Corporation, and thereafter
regardless of the reason for termination of such employment, Participant 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 Participant, 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. Participant shall promptly and fully disclose to PNC any and