PNC Bank 2005 Annual Report Download - page 187

5. Restrictions on Exercise and on Shares Issued on Exercise. Notwithstanding any other provision of
the Reload Agreement, the Reload Option may not be exercised at any time that PNC does not have in
effect a registration statement under the Securities Act of 1933 as amended relating to the offer of shares of
PNC common stock under the Plan unless PNC agrees to permit such exercise. Upon the issuance of any
shares of PNC common stock pursuant to exercise of the Reload Option at a time when such a registration
statement is not in effect, Optionee will, upon the request of PNC, agree in writing that Optionee is
acquiring such shares for investment only and not with a view to resale and that Optionee will not sell,
pledge, or otherwise dispose of such shares unless and until (a) PNC is furnished with an opinion of
counsel to the effect that registration of such shares pursuant to the Securities Act of 1933 as amended is
not required by that Act or by rules and regulations promulgated thereunder, (b) the staff of the SEC has
issued a no-action letter with respect to such disposition, or (c) such registration or notification as is, in the
opinion of counsel for PNC, required for the lawful disposition of such shares has been filed and has
become effective; provided, however, that PNC is not obligated hereby to file any such registration or
notification. PNC may place a legend embodying such restrictions on the certificate(s) evidencing such
shares.
6. Rights as Shareholder. Optionee will have no rights as a shareholder with respect to any Covered
Shares until the Exercise Date and then only with respect to those shares of PNC common stock issued
upon such exercise of the Reload Option and not retained as provided in Section 4.3.
7. Employment. Neither the granting of the Reload Option evidenced by the Reload Agreement nor any
term or provision of the Reload Agreement will constitute or be evidence of any understanding, expressed
or implied, on the part of PNC or any Subsidiary to employ Optionee for any period.
8. Subject to the Plan. The Reload Option evidenced by the Reload Agreement and the exercise thereof
are subject to the terms and conditions of the Plan, which is incorporated by reference herein and made a
part hereof, but the terms of the Plan will not be considered an enlargement of any benefits under the
Reload Agreement. In addition, the Reload Option is subject to any rules and regulations promulgated by
or under the authority of the Committee.
9. Optionee Covenants.
9.1 General. Optionee and PNC acknowledge and agree that Optionee has received adequate
consideration with respect to enforcement of the provisions of Sections 9 and 10 hereof by virtue of
receiving this Reload Option, which gives Optionee an opportunity potentially to benefit from an increase
in the future value of PNC common stock (regardless of whether any such benefit is ultimately realized);
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 Optionee from earning a living.
9.2 Non-Solicitation; No-Hire. Optionee agrees to comply with the provisions of subsections (a) and (b)
of this Section 9.2 while employed by the Corporation and for a period of twelve (12) months after
Optionee’ s Termination Date regardless of the reason for such termination of employment.
(c) Non-Solicitation. Optionee shall not, directly or indirectly, either for Optionee’ 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 Optionee 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. Optionee shall not, directly or indirectly, either for Optionee’ 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,