Common use of Disability Termination Clause in Contracts

Disability Termination. (a) In the event Participant’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of Participant’s Total and Permanent Disability, Unvested Share Units will not be forfeited on Participant’s Termination Date. Instead, Unvested Share Units will, subject to the forfeiture provisions of Section 7.2, remain in effect pending approval of the vesting of the Deferred Share Units pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 of Annex A. If such Unvested Share Units are still in effect but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant Date, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the Unvested Share Units that are then in effect is affirmatively approved by the Designated Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any Unvested Share Units then in effect will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Deferred Share Units in effect at the termination of the Restricted Period will become Awarded Share Units and will be released from the terms and conditions of the Agreement pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units that had remained in effect after Participant’s Termination Date pending approval of vesting, then all such Unvested Share Units that are still in effect will be forfeited by Participant to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units that had remained in effect after Participant’s Termination Date pending approval of vesting, then all such Unvested Share Units that are still in effect will be forfeited by Participant to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantGrantee’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of ParticipantGrantee’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 A.13 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant Date, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares is affirmatively approved by the Designated Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any then outstanding Unvested Share Units then in effect Shares will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement issued or reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantGrantee’s employment with the Corporation is terminated prior to the third fifth (3rd5th) anniversary of the Grant Date by the Corporation by reason of ParticipantGrantee’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares or relevant portion thereof by the day immediately preceding the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively, then the Restricted Period applicable to such shares will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares or relevant portion thereof is affirmatively approved by the Designated Person on or prior to the last day of the applicable Restricted Period, including any extension of the such Restricted Period, if applicable, then the Three-Year applicable Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any such Unvested Share Units Shares then in effect outstanding will terminate as of the end of the day on the later of (i) the date of such approval or and (ii) the day immediately preceding the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, whichever is lateror the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the such applicable Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement issued or reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the applicable Restricted Period, including any extension of the such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantXxxxxxx’s employment with the Corporation is terminated prior to the third fifth (3rd5th) anniversary of the Grant Date by the Corporation by reason of ParticipantXxxxxxx’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares or relevant portion thereof by the day immediately preceding the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively, then the Restricted Period applicable to such shares will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares or relevant portion thereof is affirmatively approved by the Designated Person on or prior to the last day of the applicable Restricted Period, including any extension of the such Restricted Period, if applicable, then the Three-Year applicable Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any such Unvested Share Units Shares then in effect outstanding will terminate as of the end of the day on the later of (i) the date of such approval or and (ii) the day immediately preceding the third (3rd) anniversary of the Grant DateDate in the case of First Tranche shares, whichever is lateror the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the such applicable Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantXxxxxxx’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the applicable Restricted Period, including any extension of the such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantXxxxxxx’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantXxxxxxx’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of ParticipantXxxxxxx’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 A.13 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) 180th day following the third (3rd) anniversary of the Grant Date, if the Designated Person is the Committee, or (ii) the ninetieth (90th) day following such anniversary date, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares is affirmatively approved by the Designated Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any then outstanding Unvested Share Units then in effect Shares will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantXxxxxxx’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantGrantee’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of ParticipantGrantee’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 A.13 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) 180th day following the third (3rd) anniversary of the Grant Date, if the Designated Person is the Committee, or (ii) the ninetieth (90th) day following such anniversary date, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares is affirmatively approved by the Designated Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any then outstanding Unvested Share Units then in effect Shares will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement issued or reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.

Disability Termination. (a) In the event ParticipantXxxxxxx’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of ParticipantXxxxxxx’s Total and Permanent Disability, Unvested Share Units Shares will not be forfeited on ParticipantGrantee’s Termination Date. Instead, Unvested Share Units Shares will, subject to the forfeiture provisions of Section 7.2, remain in effect outstanding pending approval of the vesting of the Deferred Share Units Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section A.14 A.13 of Annex A. If such Unvested Share Units Shares are still in effect outstanding but the Designated Person has not made an affirmative determination to either approve or disapprove the vesting of the Unvested Share Units Shares by the day immediately preceding the third (3rd) anniversary of the Grant Date, then the Restricted Period will be automatically extended through the first to occur of: (1) the day the Designated Person makes an affirmative determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant Date, if the Designated Person is the Chief Human Resources Officer of PNC, or (ii) the 180th day following such anniversary date if the Designated Person is the Committee, whichever is applicable. If the vesting of the then outstanding Unvested Share Units that are then in effect Shares is affirmatively approved by the Designated Person on or prior to the last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to any then outstanding Unvested Share Units then in effect Shares will terminate as of the end of the day on the date of such approval or the day immediately preceding the third (3rd) anniversary of the Grant Date, whichever is later. The Deferred Share Units in effect Restricted Shares outstanding at the termination of the Restricted Period will become Awarded Share Units Shares and will be released from the terms and conditions of the Agreement reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantGrantee’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor disapproved the vesting of the Unvested Share Units Shares that had remained in effect outstanding after ParticipantXxxxxxx’s Termination Date pending approval of vesting, then all such Unvested Share Units Shares that are still in effect outstanding will be forfeited by Participant Grantee to PNC at the close of business on the last day of the Restricted Period without payment of any consideration by PNC.