Common use of Qualifying Disability Termination Clause in Contracts

Qualifying Disability Termination. (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 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 A.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 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 Restricted Period with respect to all such Unvested Shares then outstanding, if any, will 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 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. The Restricted Shares outstanding at the termination of such applicable Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after Xxxxxxx’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by 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 such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Qualifying Disability Termination. (a) In the event XxxxxxxIf Grxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 14.20) prior to the fifth (5th) anniversary Committee-determined Award Date and the termination of the Grant Date employment is not also a termination by the Corporation by reason of Xxxxxxx’s Total and Permanent Disabilityfor Cause, Unvested Shares the Grant 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 A.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 post-employment; provided, however, that PNC may terminate 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 at any time prior to the last day Award Date, other than during a CIC Coverage Period, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 14.19). Provided that the Grant is still outstanding at that time, Grantee will be eligible for Committee consideration of a full award at the time that such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 CIC Coverage Period. 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 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, disability when deciding whether and the Restricted Period 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 Grant has not been terminated for Detrimental Conduct and is still outstanding at the time of Grxxxxx’s death, the Committee may consider an award for Grantee and make an award determination with respect to all Grantee (either to award a specified amount or not to authorize any award). Any such Unvested Shares then outstandingaward determination will be made and such award, if any, will terminate as be paid in accordance with Section 7 during the year immediately following the year in which Grxxxxx’s death occurs, if the death occurs on or prior to December 31, 2010, or in 2011 if the death occurs in 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 Grxxxxx xied while an employee of the end of Corporation. In 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 event that a Change in the case of First Tranche sharesControl occurs prior to a Committee-determined Award Date, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively. The Restricted Shares outstanding at the termination of such applicable Restricted Period will become Awarded Shares and an award will be released and reissued by PNC deemed to be made pursuant to Section 96, calculated as specified in Section 6.1(d) and payable in accordance with Section 7. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after Xxxxxxx’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by 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 such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Qualifying Disability Termination. (a) In the event Xxxxxxx’s employment with the Corporation is terminated prior to the fifth (5th) anniversary of the Grant Date [vesting date/condition] by the Corporation by reason of XxxxxxxGrantee’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 A.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 thereof] by the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of First Tranche shares[vesting date/condition, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectivelyby tranche if applicable], then the Restricted Period [applicable to such shares 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[vesting date/condition, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectivelyby tranche if applicable], if the Designated Person is the Chief Human Resources Officer of PNCPNC or other person designated by the Committee, or (ii) the 180th day following such anniversary date [vesting date/condition] if the Designated Person is the Personnel and Compensation Committee of the Boardor its delegate, whichever is applicable; provided, however, if the 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 thereof] is affirmatively approved by the Designated Person on or prior to the last day of the applicable [applicable] Restricted PeriodPeriod for [the respective tranche of] such shares, including any extension of such Restricted Period, if applicable, then the applicable [applicable] Continued Employment Performance Goal with respect to such [tranche of] shares will be deemed to have been achieved, and the Restricted Period with respect to all [such Unvested Shares in such tranche then outstanding] [then outstanding Unvested Shares], if any, will 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 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, respectivelyapproval. The Restricted Shares outstanding at the termination of [the] [such applicable applicable] Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after Xxxxxxx’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the applicable [applicable] Restricted Period, including any extension of such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of [such] [the] Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable [applicable] Restricted Period without payment of any consideration by PNC.

Qualifying Disability Termination. (a) In the event XxxxxxxGrantee’s employment with the Corporation is terminated prior to the fifth (5th) anniversary of the Grant Date [vesting date/condition] by the Corporation by reason of XxxxxxxGrantee’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 A.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 thereof] by the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of First Tranche shares[vesting date/condition, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectivelyby tranche if applicable], then the Restricted Period [applicable to such shares 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[vesting date/condition, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectivelyby tranche if applicable], if the Designated Person is the Chief Human Resources Officer of PNCPNC or other person designated by the Committee, or (ii) the 180th day following such anniversary date [vesting date/condition] if the Designated Person is the Personnel and Compensation Committee of the Boardor its delegate, whichever is applicable; provided, however, if the 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 thereof] is affirmatively approved by the Designated Person on or prior to the last day of the applicable [applicable] Restricted PeriodPeriod for [the respective tranche of] such shares, including any extension of such Restricted Period, if applicable, then the applicable [applicable] Continued Employment Performance Goal with respect to such [tranche of] shares will be deemed to have been achieved, and the Restricted Period with respect to all [such Unvested Shares in such tranche then outstanding] [then outstanding Unvested Shares], if any, will 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 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, respectivelyapproval. The Restricted Shares outstanding at the termination of [the] [such applicable applicable] Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after XxxxxxxGrantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC on such disapproval date without payment of any consideration by PNC. If by the end of the applicable [applicable] Restricted Period, including any extension of such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of [such] [the] Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable [applicable] Restricted Period without payment of any consideration by PNC.. -5- April 2008

Qualifying Disability Termination. (a) In the event If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.19) prior to the fifth (5th) anniversary Committee-determined Award Date and the termination of the Grant Date employment is not also a termination by the Corporation by reason of Xxxxxxx’s Total and Permanent Disabilityfor Cause, Unvested Shares the Performance Units will not be automatically forfeited on Grantee’s Termination Date. Insteadremain outstanding post-employment; provided, Unvested Shares willhowever, subject that PNC may terminate the Performance Units at any time prior to the forfeiture provisions Award Date, other than during a Change of Section 7.2 and Section 7.4(b)Control Coverage Period or after the occurrence of a Change of Control, 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 upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section A.15 of Annex A. If such Unvested Shares 15.18). Provided that the Performance Units are still outstanding but at that time, Grantee will be eligible for Committee consideration of a full award at the Designated Person 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 not made occurred. Although Grantee will be eligible for consideration for a specific determination to either approve or disapprove full award (Standard Payout Calculation) at the vesting scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Unvested Shares or relevant portion thereof by Disability when deciding whether and 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 extent to such shares will be automatically extended through the first which 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 applicableexercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the vesting time set forth above for consideration of an award and provided that the then Performance Units have not been terminated for Detrimental Conduct and are still outstanding Unvested Shares or relevant portion thereof is affirmatively approved by at the Designated Person on or prior to time of Grantee’s death, the 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, Committee may consider an award for Grantee and the Restricted Period make an award determination with respect to all Grantee (either to award a specified amount or not to authorize any award). Any such Unvested Shares then outstandingaward determination will be made and such award, if any, will terminate as 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 end Corporation. In the event that a Change of Control occurs prior to the day on time the later of Committee makes an award determination with respect to Grantee (i) the date of such approval and (ii) the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of First Tranche shareseither to award a specified amount or not to authorize an award), or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively. The Restricted Shares outstanding at the termination of such applicable Restricted Period will become Awarded Shares and an award will be released and reissued by PNC deemed to be made pursuant to Section 96, calculated as specified in Section 6.1(d) and payable in accordance with Section 7. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after Xxxxxxx’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by 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 such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Qualifying Disability Termination. (a) In the event Xxxxxxx’s employment with the Corporation is terminated prior to the fifth third (5th3rd) anniversary of the Grant Date by the Corporation by reason of 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 A.15 A.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 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, respectivelyDate, 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, respectivelyDate, 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 last day of the applicable Restricted Period, including any extension of such the Restricted Period, if applicable, then the applicable Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to all such then outstanding Unvested Shares then outstandingShares, if any, will terminate as of the end of the day on the later of (i) the date of such approval and (ii) or the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of First Tranche sharesDate, or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectivelywhichever is later. The Restricted Shares outstanding at the termination of such applicable the Restricted Period will become Awarded Shares and will be released and reissued by PNC pursuant to Section 9. (b) If the Designated Person disapproves the vesting of the Unvested Shares that had remained outstanding after XxxxxxxGrantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by 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 such the Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of the Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.

Qualifying Disability Termination. (a) In the event If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 14.20) prior to the fifth (5th) anniversary Committee-determined Award Date and the termination of the Grant Date employment is not also a termination by the Corporation by reason of Xxxxxxx’s Total and Permanent Disabilityfor Cause, Unvested Shares the Performance Units will not be automatically forfeited on Grantee’s Termination Date. Insteadremain outstanding post-employment; provided, Unvested Shares willhowever, subject that PNC may terminate the Performance Units at any time prior to the forfeiture provisions Award Date, other than during a Change of Section 7.2 and Section 7.4(b)Control Coverage Period or after the occurrence of a Change of Control, 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 upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section A.15 of Annex A. If such Unvested Shares 14.19). Provided that the Performance Units are still outstanding but at that time, Grantee will be eligible for Committee consideration of a full award at the Designated Person time that such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 not made occurred. Although Grantee will be eligible for consideration for a specific determination to either approve or disapprove full award (Standard Payout Calculation) at the vesting scheduled time, it is anticipated that the Committee will take into account the timing and circumstances of the Unvested Shares or relevant portion thereof by Disability when deciding whether and 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 extent to such shares will be automatically extended through the first which 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 applicableexercise its negative discretion. If Grantee dies after a qualifying Disability termination but before the vesting time set forth above for consideration of an award and provided that the then Performance Units have not been terminated for Detrimental Conduct and are still outstanding Unvested Shares or relevant portion thereof is affirmatively approved by at the Designated Person on or prior to time of Grantee’s death, the 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, Committee may consider an award for Grantee and the Restricted Period make an award determination with respect to all Grantee (either to award a specified amount or not to authorize any award). Any such Unvested Shares then outstandingaward determination will be made and such award, if any, will terminate as 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 end Corporation. In the event that a Change of Control occurs prior to the day on time the later of Committee makes an award determination with respect to Grantee (i) the date of such approval and (ii) the day immediately preceding the third (3rd) anniversary of the Grant Date in the case of First Tranche shareseither to award a specified amount or not to authorize an award), or the fourth (4th) or fifth (5th) anniversary of the Grant Date in the case of Second or Third Tranche shares, respectively. The Restricted Shares outstanding at the termination of such applicable Restricted Period will become Awarded Shares and an award will be released and reissued by PNC deemed to be made pursuant to Section 96, calculated as specified in Section 6.1(d) and payable in accordance with Section 7. (b) If the Designated Person disapproves the vesting of Unvested Shares that had remained outstanding after Xxxxxxx’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by 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 such Restricted Period pursuant to the second paragraph of Section 7.4(a), if applicable, the Designated Person has neither affirmatively approved nor specifically disapproved the vesting of Unvested Shares that had remained outstanding after Grantee’s Termination Date pending and subject to affirmative approval of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at the close of business on the last day of the applicable Restricted Period without payment of any consideration by PNC.