Judicial Criminal Proceedings. If any criminal charges are brought against Grantee, in an indictment or in other analogous formal charges commencing judicial criminal proceedings, alleging the commission of a felony that relates to or arises out of Grantee’s employment or other service relationship with the Corporation, then to the extent that the Restricted Shares are still outstanding and have not yet been released pursuant to Section 6, any release of the Restricted Shares shall be automatically suspended and any dividends that would otherwise be paid to Grantee with respect to such shares shall be held by PNC during such suspension. Such suspension shall continue until the earliest to occur of the following: (1) resolution of the criminal proceedings in a manner that results in a conviction (including a plea of guilty or of nolo contendere) of Grantee for, or any entry by Grantee into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of Xxxxxxx’s employment or other service relationship with the Corporation; (2) resolution of the criminal proceedings in one of the following ways: (i) the charges as they relate to such alleged felony have been dismissed (with or without prejudice); (ii) Grantee has been acquitted of such alleged felony; or (iii) a criminal proceeding relating to such alleged felony has been completed without resolution (for example, as a result of a mistrial) and the relevant time period for recommencing criminal proceedings relating to such alleged felony has expired without any such recommencement; (3) Xxxxxxx’s death; or (4) the occurrence of a Change of Control. If the suspension is terminated by the occurrence of an event set forth in clause (1) above, the Restricted Shares, together with any related dividends being held by PNC during such suspension, will, upon such occurrence, be automatically forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC. If the suspension is terminated by the occurrence of an event set forth in clause (2), (3) or (4) above, settlement of the Restricted Shares shall proceed in accordance with Section 6 and any dividends being held by PNC during such suspension shall be paid to Grantee, as applicable.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (PNC Financial Services Group Inc)
Judicial Criminal Proceedings. If any criminal charges are brought against GranteeOptionee, in an indictment or in other analogous formal charges commencing judicial criminal proceedings, alleging the commission of a felony that relates to or arises out of GranteeOptionee’s employment or other service relationship with the Corporation, then to the extent that the Restricted Shares are still Option is then outstanding and have not yet been released pursuant exercisable or would otherwise become exercisable, the Compensation Committee or other PNC Designated Person may determine to Section 6, any release suspend the exercisability of the Restricted Shares shall be automatically suspended and Option or to require the escrow of the proceeds of any dividends that would otherwise be paid exercise of the Option. Any such suspension or escrow is subject to Grantee with respect to such shares shall be held by PNC during such suspension. Such suspension shall continue the following restrictions:
(a) It may last only until the earliest to occur of the following:
(1i) resolution of the criminal proceedings in a manner that results in a conviction (including a plea of guilty or of nolo contendere) of Grantee Optionee for, or any entry by Grantee Optionee into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of XxxxxxxOptionee’s employment or other service relationship with the Corporation;
(2ii) resolution of the criminal proceedings in one of the following ways: (iA) the charges as they relate to such alleged felony have been dismissed (with or without prejudice); (iiB) Grantee Optionee has been acquitted of such alleged felony; or (iiiC) a criminal proceeding relating to such alleged felony has been completed without resolution (for example, as a result of a mistrial) and the relevant time period for recommencing criminal proceedings relating to such alleged felony has expired without any such recommencement;
(3iii) XxxxxxxOptionee’s death; or;
(4iv) the occurrence of a Change of Control. If ; or
(v) termination of the suspension is terminated by or escrow in the occurrence discretion of an event set forth in clause the Compensation Committee or other PNC Designated Person, as applicable; and
(1b) aboveIt may be imposed only if the Compensation Committee or other PNC Designated Person, as applicable, makes reasonable provision for the Restricted Shares, together with retention or realization of the value of the Option to Optionee as if no suspension or escrow had been imposed upon any related dividends being held by PNC during such suspension, will, upon such occurrence, be automatically forfeited by Grantee to PNC and cancelled without payment termination of any consideration by PNC. If the suspension is terminated by the occurrence of an event set forth in clause or escrow under clauses (2), (3a)(ii) or (4a)(v) above, settlement of the Restricted Shares shall proceed in accordance with Section 6 and any dividends being held by PNC during such suspension shall be paid to Grantee, as applicable.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (PNC Financial Services Group, Inc.)
Judicial Criminal Proceedings. If any criminal charges are brought against Grantee, in an indictment or in other analogous formal charges commencing judicial criminal proceedings, alleging the commission of a felony that relates to or arises out of Grantee’s employment or other service relationship with the Corporation, then to the extent that the Restricted Long-Term Shares are still outstanding and have not yet been released pursuant to Section 6, any release of the Restricted Long-Term Shares shall be automatically suspended and any dividends that would otherwise be paid to Grantee with respect to such shares shall be held by PNC during such suspension. Such suspension shall continue until the earliest to occur of the following:
(1) resolution of the criminal proceedings in a manner that results in a conviction (including a plea of guilty or of nolo contendere) of Grantee for, or any entry by Grantee into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of Xxxxxxx’s employment or other service relationship with the Corporation;
(2) resolution of the criminal proceedings in one of the following ways: (i) the charges as they relate to such alleged felony have been dismissed (with or without prejudice); (ii) Grantee has been acquitted of such alleged felony; or (iii) a criminal proceeding relating to such alleged felony has been completed without resolution (for example, as a result of a mistrial) and the relevant time period for recommencing criminal proceedings relating to such alleged felony has expired without any such recommencement;
(3) Xxxxxxx’s death; or
(4) the occurrence of a Change of Control. If the suspension is terminated by the occurrence of an event set forth in clause (1) above, the Restricted Long-Term Shares, together with any related dividends being held by PNC during such suspension, will, upon such occurrence, be automatically forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC. If the suspension is terminated by the occurrence of an event set forth in clause (2), (3) or (4) above, settlement of the Restricted Long-Term Shares shall proceed in accordance with Section 6 and any dividends being held by PNC during such suspension shall be paid to Grantee, as applicable.
Appears in 1 contract
Samples: Long Term Stock Award Agreement (PNC Financial Services Group Inc)
Judicial Criminal Proceedings. If any criminal charges are brought against Grantee, in an indictment or in other analogous formal charges commencing judicial criminal proceedings, alleging the commission of a felony that relates to or arises out of Grantee’s employment or other service relationship with the Corporation, then to the extent that the Restricted Shares or any portion thereof are still outstanding and have not yet vested and been released pursuant in accordance with Section 9, the Compensation Committee may determine to Section 6, suspend the vesting of any release such Restricted Shares or to require the escrow of the Restricted Shares shall be automatically suspended and any dividends that would otherwise be paid proceeds of the shares. Any such suspension or escrow is subject to Grantee with respect to such shares shall be held by PNC during such suspension. Such suspension shall continue the following restrictions:
(1) It may last only until the earliest to occur of the following:
(1A) resolution of the criminal proceedings in a manner that results in a conviction (including a plea of guilty or of nolo contendere) of Grantee for, or any entry by Grantee into a pre-trial disposition with respect to, the commission of a felony that relates to or arises out of Xxxxxxx’s employment or other service relationship with the Corporation;
(2B) resolution of the criminal proceedings in one of the following ways: (i) the charges as they relate to such alleged felony have been dismissed (with or without prejudice); (ii) Grantee has been acquitted of such alleged felony; or (iii) a criminal proceeding relating to such alleged felony has been completed without resolution (for example, as a result of a mistrial) and the relevant time period for recommencing criminal proceedings relating to such alleged felony has expired without any such recommencement;
(3C) Xxxxxxx’s death; or;
(4D) the occurrence of a Change of Control; or
(E) termination of the suspension or escrow in the discretion of the Compensation Committee; and
(2) It may be imposed only if the Compensation Committee makes reasonable provision for the retention or realization of the value of such Restricted Shares to Grantee as if no suspension or escrow had been imposed upon any termination of the suspension or escrow under clauses (1)(B) or (1)(E) above. If the suspension or escrow is terminated by the occurrence of an event set forth in clause (11)(A) above, the such Restricted Shares, together with Shares and any related dividends being held by PNC during such suspension, escrowed amounts will, upon such occurrence, be automatically forfeited by Grantee to PNC and cancelled without payment of any consideration by PNC. If the suspension is terminated by the occurrence of an event set forth in clause (2), (3) or (4) above, settlement of the Restricted Shares shall proceed in accordance with Section 6 and any dividends being held by PNC during such suspension shall be paid to Grantee, as applicable.
Appears in 1 contract
Samples: Performance Based Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)