Eligibility for an Award; Service Requirements; Early Termination of 2012 Incentive Performance Units. The 2012 Incentive Performance Units are subject to the service requirements set forth in this Section 4. Grantee will not be eligible to receive a Final Award unless the 2012 Incentive Performance Units remain outstanding on the Compensation Committee-determined Award Date (as defined in Section 15.7) or as of the end of the day immediately preceding the day on which a Change of Control occurs, if earlier. The 2012 Incentive Performance Units will automatically terminate on Grantee’s Termination Date (as defined in Section 15.60) unless an exception is available as set forth in Section 4.2, Section 4.3, Section 4.4 or Section 4.5. Where one or more of the conditions to an exception are post-employment conditions, the Incentive Performance Units will terminate upon the failure of any of those conditions. In the event that Xxxxxxx’s employment is terminated by the Corporation for Cause (as defined in Section 15.12), the 2012 Incentive Performance Units will automatically terminate on Grantee’s Termination Date whether or not the termination might otherwise have qualified for an exception as a Qualifying Retirement or a Qualifying Disability pursuant to Section 4.3 or Section 4.4. In the limited circumstances where the 2012 Incentive Performance Units remain outstanding notwithstanding Xxxxxxx’s termination of employment with the Corporation, Grantee will be eligible for consideration for an award, subject to such limitations as are set forth in the applicable sections of the Agreement. Said award, if any, will be determined and payable at the same time as the awards of those 2012 Incentive Performance Units grantees who remain Corporation employees, except that in the case of death, the determination and payment of said award, if any, shall be accelerated if so indicated in accordance with the applicable provisions of Section 5 or Section 6, as applicable, and Section 7. Any award that the Compensation Committee may determine to make after Xxxxxxx’s death will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 10. Notwithstanding anything in Section 4 or Section 5 to the contrary, if a Change of Control (as defined in Section 15.14) occurs prior to the time the Compensation Committee makes a Final Award determination pursuant to Section 5.2 (that is, prior to the Committee-determined Award Date), an award will be determined in accordance with Section 6.
