Negative Discretion. The Committee may use negative discretion and adjust any annual incentive award payment downward, using any subjective or objective measures as it shall determine. The application of any reduction, and the methodology used in determining any such reduction, is in the sole discretion of the Committee.
Negative Discretion. Except during a Change of Control Coverage Period or after the occurrence of a Change of Control, the Compensation Committee may exercise negative discretion with respect to the 2015-2017 Incentive Performance Units and related Dividend Equivalents and may determine, in light of such Corporation or individual performance or other factors as the Compensation Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Compensation Committee will not award Grantee the full applicable Calculated Maximum Payout Share Units and related Dividend Equivalents amount that the Compensation Committee is authorized to award pursuant to Section 8.2(b), or any of such amount. The Compensation Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. Among other things, the Compensation Committee may exercise its negative discretion such that a Final Award appropriately reflects considerations based on the totality of results over the full overall performance period, and may cancel the full applicable potential award amount if the Committee determines that the totality of performance results over the entire performance period adversely impacts the safety and soundness of PNC. If the Compensation Committee so determines to exercise its negative discretion pursuant to this Section 8.2(c), the Final Award, if any, will be further reduced accordingly; provided, however, that the Compensation Committee will not have authority to exercise negative discretion if a Change of Control Coverage Period has commenced and has not yet ended or if a Change of Control has occurred.
Negative Discretion. This Award is intended to constitute a Performance Compensation Award that qualifies as “qualified performance-based compensation” under Section 162(m) of the Code and, therefore, is subject to all provisions of Section 6(e) of the Plan, including the Committee’s authority to reduce or eliminate the number of RSUs awarded to you pursuant to this Award Agreement, even if the Performance Goals have been achieved and without regard to your Employment Agreement.
Negative Discretion. The Committee may use negative discretion and adjust any annual incentive award payment downward, using any subjective or objective measures as it shall determine, including but not limited to the 20% limitation described in the following sentence. The 20% limitation means that no more than 20% of after-tax earnings that are in excess of planned earnings at the business unit level for operating company executives and at the MDU Resources Group level for corporate executives will be paid in annual incentives to executives. The application of this limitation or any other reduction, and the methodology used in determining any such reduction, is in the sole discretion of the Committee.
Negative Discretion. The 2011 Agreement and the 2012 Agreement are each hereby amended to add a new Section 19 to the end thereof:
Negative Discretion. The Committee may exercise negative discretion consistent with Section 162(m) of the Code to reduce the payment under this Agreement.
Negative Discretion. The Committee may exercise negative discretion with respect to the Award and may determine, in light of PNC or individual performance or other factors as the Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee will not award you the full maximum Payout Share Units eligible for authorization. • The Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. • The Committee will have no discretion to reduce the maximum Payout Share Units following a Change of Control or during a Change of Control Coverage Period. • In the event (a) your termination of employment with PNC is an Anticipatory Termination, (b) a Change of Control is pending, and (c) the Committee-determined Final Award Date occurs prior to the Change of Control, the Committee will have no discretion to reduce your calculated maximum Payout Share Units under these circumstances.
Negative Discretion. The Committee may reduce, but may not increase, the number of Shares deliverable or the amount payable under any Award after the applicable Performance Objectives are satisfied.
Negative Discretion. Notwithstanding the attainment by the Company of the specified performance targets, the Committee shall have the discretion, which need not be exercised uniformly among the Participants, to reduce or eliminate the Award that would be otherwise paid.
Negative Discretion a. As soon as practicable after December 26, 2010, the Committee may exercise negative discretion to reduce (but not to increase) the Attained Amount, or to eliminate the Attained Amount in its entirety, if the Committee determines that the Participant has failed to successfully achieve any or all of the strategic objectives set forth in Appendix A. Such a determination shall be made in the Committee’s sole discretion and shall be deemed reasonable and be binding in all respects.
b. After determining whether and the amount by which the Attained Amount will be reduced for failure to successfully achieve the strategic objectives, the Committee may exercise negative discretion to further reduce the Attained Amount, or to eliminate the Attained Amount in its entirety, if the Committee determines that a Material Adverse Condition then exists or has occurred since March 23, 2009. For purposes of this Performance Grant, a “Material Adverse Condition” shall mean any change, development, or event which materially and adversely affects (or which the Committee determines could reasonably be expected to materially and adversely affect) the assets, liabilities, financial condition, results of operations, business, or prospects of the Company and its Related Companies taken as one enterprise, and as determined in the discretion of the Committee. For the foregoing purpose, the Committee’s determination shall be deemed reasonable and shall be binding in all respects without regard to whether such determination was based on a consideration of the financial statements of the Company or its Related Companies, or whether expected results are quantifiable or susceptible of measurement. The Committee shall not treat a change, development, or condition relating to the economy in general, and not specifically relating to the Company or any of its Related Companies, as a Material Adverse Condition.
