Committee Negative Discretion. The Management Development and Compensation Committee of the Board of Directors may in its sole discretion decide to reduce or eliminate any amount otherwise payable with respect to an award under Sections 7(b) or 7(c).
Committee Negative Discretion. Once the specific potential payout percentages for PNC’s 2007 EPS Growth performance and 2007 ROCE performance have been determined by reference to the chart in accordance with Items (1) and (2) above, the Committee may, in its discretion, decide to reduce either or both of those percentages (as long as such decision is not made during a CIC Coverage Period, as January 2008 defined in [the applicable grant agreement: the 2007-2009 Incentive Performance Units Agreement or the 2006-2008 Incentive Performance Unit Agreement, as the case may be]) but may not increase them. January 2008 2006 SCHEDULES FOR 2006-2008 INCENTIVE PERFORMANCE UNIT AGREEMENT * * * 2006 ANNUAL PEER GROUP * * * The Peer Group for 2006 consists of the following members: BB&T Corporation Bank of New York Company, Inc. Fifth Third Bancorp KeyCorp National City Corporation PNC Regions Financial Corporation SunTrust Banks, Inc. U.S. Bancorp Wachovia Corporation Xxxxx Fargo & Company January 2008 -83- * * * 2006 ANNUAL POTENTIAL PAYOUT SCHEDULE * * * The Annual Potential Payout Percentage for 2006 (“2006 Annual Potential Payout Percentage”) will be the average of the 2006 potential payout percentage for EPS Growth performance and the 2006 potential payout percentage for ROCE performance, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). If the 2006 potential payout percentage with respect to either EPS Growth performance or ROCE performance is 0% but is a positive number with respect to the other performance standard, the 2006 Annual Potential Payout Percentage will be the percentage that is one-half ( 1/2) of that positive number. If the 2006 potential payout percentage with respect to both EPS Growth performance and ROCE performance is 0%, the 2006 Annual Potential Payout Percentage will be 0%. The 2006 potential payout percentages for EPS Growth performance and ROCE performance, respectively, will be determined as follows.
Committee Negative Discretion. Once the Annual EPS Growth Performance Factor for a given Performance Year has been determined, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a Change of Control Coverage Period, as defined in paragraph 11, or after the occurrence of a Change of Control) but may not increase such percentage. (d)
Committee Negative Discretion. Once the Annual ROCE-Related Performance Factor for a given Performance Year has been determined, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a Change of Control Coverage Period or after the occurrence of a Change of Control) but may not increase it.
Committee Negative Discretion. The Committee may in its sole discretion decide to reduce or eliminate any amount otherwise payable with respect to Units under Sections 7(b) or 7(c).
Committee Negative Discretion. Once the annual potential payout percentage for PNC’s relative performance with respect to the Performance Criteria for the given full year or partial-year covered annual performance period has been determined using the table above and interpolation, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a Change of Control Coverage Period, as defined in the Agreement, or after the occurrence of a Change of Control) but may not increase it. 2010 Performance Units Overall Performance Period: April 1, 2010 - December 31, 2012 (2 3/4 Years) Performance Criteria: Levels of Financial Return from Investing Activities Achieved by PNC’s A&L Unit Relative to Benchmark Index 100% Vests on Final Award THE PNC FINANCIAL SERVICES GROUP, INC. 2006 INCENTIVE AWARD PLAN * * * 2010 PERFORMANCE UNITS AGREEMENT * * * GRANTEE: < name > GRANT DATE: February 24, 2010 TARGET SHARE UNITS: [ ] Share Units
Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the 2007 Agreement) but may not increase it. February 2008 REVISED ANNUAL POTENTIAL PAYOUT CALCULATION SCHEDULE FOR 2007 PERFORMANCE UNITS Final Award determination pursuant to Section 5 of the 2007 Performance Units Agreement (the “2007 Agreement”) requires the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, each as defined in the 2007 Agreement. Final Award calculation pursuant to Section 6 of the 2007 Agreement, if applicable, requires the calculation of the CIC Payout Percentage and the calculated final award. Those calculations, in turn, take into account the levels of performance achieved by the A&L Unit with respect to the Performance Criteria, as measured annually and expressed as the Annual Potential Payout Percentages for each of the years and/or shorter partial-year period where required by the 2007 Agreement (e.g., in the case of certain qualifying terminations of employment or change in control) in the overall Performance Period. The Schedule established by the Committee at the time it authorized the 2007 Performance Units grant applies to the 2007 performance year. Beginning with the year 2008 and unless and until further amended prospectively by the Committee, this revised Schedule will be applied in order to determine the full Annual Potential Payout Percentage for all other full years in the Performance Period and, where applicable, the Limited-Year Annual Potential Payout Percentage for any partial year period where there is a limitation of the overall performance period required by the 2007 Agreement and such limited performance period includes a partial year. This Schedule assigns an Annual Potential Payout Percentage (ranging from 0% up through 200%) to levels of annual performance relative to the benchmark performance index as set forth in the following table, with percentages interpolated for performance between the points indicated on the table, rounded to the nearest one-hundredth percent (e.g., 0.00%, with 0.005% being rounded upward to 0.01%). In no event will an Annual Potential Payout Percentage be greater tha...
Committee Negative Discretion. Once the annual potential payout percentage for A&L Unit performance achieved for the relevant full year or partial-year period has been determined by reference to the table above, including interpolation where required, the Committee may decide, in its discretion, to reduce that percentage (as long as such decision is not made during a CIC Coverage Period, as defined in the 2006 Agreement) but may not increase it. February 2008
Committee Negative Discretion. Prior to the date on which the Restricted Stock Units are distributed hereunder, the Committee may in its sole discretion decide to reduce or eliminate any amount otherwise payable with respect to Units under this Section 7. The Committee’s determinations shall be binding and conclusive on all parties.
Committee Negative Discretion. Prior to the date on which the PSUs are distributed hereunder, the Committee may in its sole discretion decide to reduce or eliminate any amount otherwise payable with respect to an award under this Sections 7. The Committee’s determinations shall be binding and conclusive on all parties.
