2012 Incentive Performance Units Clause Samples

2012 Incentive Performance Units. Pursuant to the Plan and subject to the terms and conditions of the Agreement, PNC grants to the grantee named above (“Grantee”) a Share-denominated incentive award opportunity of Performance Units (the “Performance Units,” “Incentive Performance Units” or “2012 Incentive Performance Units”) with the number of target Share Units set forth above (“Target Share Units”). Incentive Performance Units are subject to acceptance by Grantee in accordance with Section 18 and are subject to the terms and conditions of the Agreement and the Plan. The 2012 Incentive Performance Units are subject to the corporate performance conditions, risk performance adjustments, service requirements, and other terms and conditions of the Agreement and to the Plan, and to final award determination in accordance with Section 5 or Section 6, as applicable. In general, the 2012 Incentive Performance Units are an opportunity for Grantee to receive, at the end of the applicable overall performance period, an award of Shares and, if applicable, Cash Share-Equivalents, provided that the conditions of the Agreement are met. The maximum potential payout amount that Grantee may receive as a final award determined by the Compensation Committee (defined in Section 15.17 and sometimes referred to as the Committee) in accordance with Section 5 is based on the degree to which specified corporate performance criteria have been achieved by PNC, the applicable basic calculation schedule established by the Compensation Committee for use in generating the maximum corporate performance potential payout percentage for the 2012 Incentive Performance Units from such corporate performance results, any Committee-determined downward adjustments to that potential payout percentage based on PNC’s risk performance, any further downward adjustment to the calculated potential payout amount based on the Compensation Committee’s negative discretion, and Grantee’s level of satisfaction (or deemed satisfaction) of the service requirements set forth in Section 4, including any limitations on the maximum potential payout amount that may apply in the circumstances (e.g., in the case of death). Further limitations or adjustments may apply if there is an early termination or limitation of the overall performance measurement period. Final awards are determined by the Compensation Committee in the absence of a Change of Control (as defined herein) and are subject to the Compensation Committee’s negative discretion. The Agreem...