Common use of Qualifying Disability Termination Clause in Contracts

Qualifying Disability Termination. If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.19) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Disability when deciding whether and the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such award, if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee of the Corporation. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 7.

Qualifying Disability Termination. If (a) In the event Xxxxxxx’s employment with the Corporation is terminated prior to [vesting date/condition] by the Corporation by reason of Disability (as defined Grantee’s Total and Permanent Disability, Unvested Shares will not be automatically forfeited on Grantee’s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.4(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section 15.19A.15 of Annex A. If such Unvested Shares are still outstanding but the Designated Person has not made a specific determination to either approve or disapprove the vesting of the Unvested Shares [or relevant portion thereof] by the day immediately preceding [vesting date/condition, by tranche if applicable], then the Restricted Period [applicable to such shares] will be automatically extended through the first to occur of: (1) prior to the day the Designated Person makes a specific determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following [vesting date/condition, by tranche if applicable], if the Designated Person is the Chief Human Resources Officer of PNC or other person designated by the Committee-determined Award Date and , or (ii) the termination of employment 180th day following such [vesting date/condition] if the Designated Person is not also a termination by the Corporation for CauseCommittee or its delegate, the Performance Units will remain outstanding post-employmentwhichever is applicable; provided, however, that PNC may terminate if the Performance Units at any time Committee has acted to suspend the vesting of the Restricted Shares pursuant to Section 7.2, the Restricted Period will be extended until the terms of such suspension have been satisfied. If the vesting of the then outstanding Unvested Shares [or relevant portion thereof] is affirmatively approved by the Designated Person on or prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances last day of the Disability when deciding whether and [applicable] Restricted Period for [the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before respective tranche of] such shares, including any extension of such Restricted Period, if applicable, then the time set forth above for consideration of an award and provided that the [applicable] Continued Employment Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination Goal with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination [tranche of] shares will be made deemed to have been achieved, and the Restricted Period with respect to all [such awardUnvested Shares in such tranche then outstanding] [then outstanding Unvested Shares], if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee terminate as of the Corporationend of the day on the date of such approval. In Restricted Shares outstanding at the event that a Change termination of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award [the] [such applicable] Restricted Period will become Awarded Shares and will be deemed to be made released and reissued by PNC pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 79.

Qualifying Disability Termination. If (a) In the event Xxxxxxx’s employment with the Corporation is terminated prior to the third (3rd) anniversary of the Grant Date by the Corporation by reason of Disability (as defined Xxxxxxx’s Total and Permanent Disability, Unvested Shares will not be automatically forfeited on Grantee’s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.4(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section 15.19A.14 of Annex A. If such Unvested Shares are still outstanding but the Designated Person has not made a specific determination to either approve or disapprove the vesting of the Unvested 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 a specific 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 Personnel and Compensation Committee of the Board, whichever is applicable. If the vesting of the then outstanding Unvested Shares is affirmatively approved by the Designated Person on or prior to the Committeelast day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-determined Award Date Year Continued Employment Performance Goal will be deemed to have been achieved, and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Restricted Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Disability when deciding whether and the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such awardall then outstanding Unvested Shares, if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee terminate as of the Corporationend 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. In The Restricted Shares outstanding at the event that a Change termination of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award Restricted Period will become Awarded Shares and will be deemed to be made released and reissued by PNC pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 79.

Qualifying Disability Termination. If (a) In the event Xxxxxxx’s employment with the Corporation is terminated prior to the fifth (5th) anniversary of the Grant Date by the Corporation by reason of Disability (as defined Xxxxxxx’s Total and Permanent Disability, Unvested Shares will not be automatically forfeited on Grantee’s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.4(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section 15.19A.15 of Annex A. If such Unvested Shares are still outstanding but the Designated Person has not made a specific determination to either approve or disapprove the vesting of the Unvested Shares or relevant portion thereof by the day immediately preceding the third (3rd) anniversary of the Grant Date 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 a specific determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following the third (3rd) anniversary of the Grant Date 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 Personnel and Compensation Committee of the Board, whichever is applicable. If the vesting of the then outstanding Unvested Shares or relevant portion thereof is affirmatively approved by the Designated Person on or prior to the Committee-determined Award Date last day of the applicable Restricted Period, including any extension of such Restricted Period, if applicable, then the applicable Continued Employment Performance Goal will be deemed to have been achieved, and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Restricted Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Disability when deciding whether and the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any all such award determination will be made and such awardUnvested Shares then outstanding, if any, will be paid terminate as of the end of the day on the later of (i) the date of such approval and (ii) the day immediately preceding the third (3rd) anniversary of the Grant Date in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012case of First Tranche shares, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee fourth (4th) or fifth (5th) anniversary of the CorporationGrant Date in the case of Second or Third Tranche shares, respectively. In The Restricted Shares outstanding at the event that a Change termination of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award such applicable Restricted Period will become Awarded Shares and will be deemed to be made released and reissued by PNC pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 79.

Qualifying Disability Termination. If XxxxxxxGrxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.1914.20) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units Grant will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units Grant at any time prior to the Award Date, other than during a Change of Control CIC Coverage Period or after the occurrence of a Change of ControlPeriod, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.1814.19). Provided that the Performance Units are Grant is still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are such an award, if any, would have been considered for those 2010 Incentive Performance Units grantees who remain had Grantee remained a Corporation employeesemployee, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control CIC Coverage Period or a Change of Control has occurredPeriod. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Disability disability when deciding whether and the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability disability termination but before the time set forth above for consideration of an award and provided that the Performance Units have Grant has not been terminated for Detrimental Conduct and are is still outstanding at the time of GranteeGrxxxxx’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such award, if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which XxxxxxxGrxxxxx’s death occurs, if the death occurs on or prior to December 31, 20122010, or in 2013 2011 if the death occurs in 2013 2011 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died Grxxxxx xied while an employee of the Corporation. In the event that a Change of in Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award)Committee-determined Award Date, an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 7.

Qualifying Disability Termination. If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.1914.20) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.1814.19). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are such an award, if any, would have been considered for those 2010 Incentive Performance Units grantees who remain had Grantee remained a Corporation employeesemployee, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Disability when deciding whether and the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination will be made and such award, if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee of the Corporation. In the event that a Change of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 7.

Qualifying Disability Termination. If Xxxxxxx(a) In the event Grantee’s employment with the Corporation is terminated prior to [vesting date/condition] by the Corporation by reason of Disability (as defined Grantee’s Total and Permanent Disability, Unvested Shares will not be automatically forfeited on Grantee’s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.4(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.4(a) by the Designated Person specified in Section 15.19A.15 of Annex A. If such Unvested Shares are still outstanding but the Designated Person has not made a specific determination to either approve or disapprove the vesting of the Unvested Shares [or relevant portion thereof] by the day immediately preceding [vesting date/condition, by tranche if applicable], then the Restricted Period [applicable to such shares] will be automatically extended through the first to occur of: (1) prior to the day the Designated Person makes a specific determination regarding such vesting; and (2) either (i) the ninetieth (90th) day following [vesting date/condition, by tranche if applicable], if the Designated Person is the Chief Human Resources Officer of PNC or other person designated by the Committee-determined Award Date and , or (ii) the termination of employment 180th day following such [vesting date/condition] if the Designated Person is not also a termination by the Corporation for CauseCommittee or its delegate, the Performance Units will remain outstanding post-employmentwhichever is applicable; provided, however, that PNC may terminate if the Performance Units at any time Committee has acted to suspend the vesting of the Restricted Shares pursuant to Section 7.2, the Restricted Period will be extended until the terms of such suspension have been satisfied. If the vesting of the then outstanding Unvested Shares [or relevant portion thereof] is affirmatively approved by the Designated Person on or prior to the Award Date, other than during a Change of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.18). Provided that the Performance Units are still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that awards are considered for those 2010 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Committee determination pursuant to Section 5.2, and may be reduced or eliminated by the Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. Although Grantee will be eligible for consideration for a full award (Standard Payout Calculation) at the scheduled time, it is anticipated that the Committee will take into account the timing and circumstances last day of the Disability when deciding whether and [applicable] Restricted Period for [the extent to which to exercise its negative discretion. If Grantee dies after a qualifying Disability termination but before respective tranche of] such shares, including any extension of such Restricted Period, if applicable, then the time set forth above for consideration of an award and provided that the [applicable] Continued Employment Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Committee may consider an award for Grantee and make an award determination Goal with respect to Grantee (either to award a specified amount or not to authorize any award). Any such award determination [tranche of] shares will be made deemed to have been achieved, and the Restricted Period with respect to all [such awardUnvested Shares in such tranche then outstanding] [then outstanding Unvested Shares], if any, will be paid in accordance with Section 7 during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2012, or in 2013 if the death occurs in 2013 but prior to the Award Date; provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Xxxxxxx died while an employee terminate as of the Corporationend of the day on the date of such approval. In Restricted Shares outstanding at the event that a Change termination of Control occurs prior to the time the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award [the] [such applicable] Restricted Period will become Awarded Shares and will be deemed to be made released and reissued by PNC pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 79.