Common use of Qualifying Disability Clause in Contracts

Qualifying Disability. If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 15.25). Provided that the 2012 Incentive Performance Units have not been terminated prior to the Award Date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the time that awards are considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation 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. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation 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 will be calculated in accordance with Section 5.1(d); provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Grantee died while an employee of the Corporation. 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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. If Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 occurs but Grantee has engaged in Detrimental Conduct (as defined in Section 15.25). Provided that met the 2012 Incentive Performance Units have not been terminated prior to the Award Date conditions for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the time that awards are considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation 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. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of an award in Section 4.4 and provided that the 2012 Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding at as of the time end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s deathFinal Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Compensation Committee may consider Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible to receive an award for as a Qualifying Disability Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be calculated in accordance with made pursuant to this Section 5.1(d); provided6.1. If no such Final Award determination was made prior to the Change of Control, however, that Xxxxxxx’s Final Award will be the maximum award that may be approved in these circumstances is amount of the award that could would have been authorized payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Grantee Xxxxxxx died at the same time but while an employee of the Corporation. Any such award determination will be made, and such award, if any, Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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 79.

Qualifying Disability. If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.2614.24) prior to the Compensation Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 2012 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 15.2514.23). Provided that the 2012 Incentive Performance Units have not been terminated prior to the Award Date for Detrimental Conduct Conduce and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the time that awards are such an award, if any, would have been considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation 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. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation 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 will be calculated in accordance with Section 5.1(d); provided, however, that the maximum award that may be approved in these circumstances is the award that could have been authorized had Grantee died while an employee of the Corporation. 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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. If In the event that Grantee became Disabled and Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a qualifying Disability termination set forth in Section 15.25). Provided that 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Award Date Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration as of a full award at the time that awards are considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by end of the Compensation Committee in day immediately preceding the exercise of its negative discretion unless such determination occurs during a day on which the Change of Control Coverage Period or occurs such that Grantee remains eligible for an award, Grantee’s Final Award will be in the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of Xxxxxxx died while qualified to receive an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be calculated made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award (payable to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(d); provided, however, that the maximum 9) will be an award that may be approved determined in these circumstances is the award that could have been authorized accordance with Section 6.1(b) as if Xxxxxxx had Grantee died while an employee of the Corporation. Any such award determination will be made, Corporation 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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 7Control.

Qualifying Disability. If In the event that Grantee became Disabled and Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a qualifying Disability termination set forth in Section 15.25). Provided that 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Award Date Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration as of a full award at the time that awards are considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by end of the Compensation Committee in day immediately preceding the exercise of its negative discretion unless such determination occurs during a day on which the Change of Control Coverage Period or occurs such that Grantee remains eligible for an award, Grantee’s Final Award will be in the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of Xxxxxxx died while qualified to receive an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be calculated made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award (payable to Xxxxxxx’s legal representative, as determined in good faith by the Committee, in accordance with Section 5.1(d); provided, however, that the maximum 10) will be an award that may be approved determined in these circumstances is the award that could have been authorized accordance with Section 6.1(b) as if Xxxxxxx had Grantee died while an employee of the Corporation. Any such award determination will be made, Corporation 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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 7Control.

Qualifying Disability. If Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the Committee-determined Award Date and day the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive 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 occurs but Grantee has engaged in Detrimental Conduct (as defined met the conditions for a Qualifying Disability set forth in Section 15.25). Provided that 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Award Date Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration as of a full award at the time that awards are considered for those 2012 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 Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by end of the Compensation Committee in day immediately preceding the exercise of its negative discretion unless such determination occurs during a day on which the Change of Control Coverage Period or a occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Grantee dies after Xxxxxxx died while eligible to receive an award as a Qualifying Disability but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation Committee may consider an award for Grantee and make an award a Final Award determination with respect to Grantee (either to award a specified amount or not to authorize any award). Any such ) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be calculated in accordance with made pursuant to this Section 5.1(d); provided6.1. If no such Final Award determination was made prior to the Change of Control, however, that Xxxxxxx’s Final Award will be the maximum award that may be approved in these circumstances is amount of the award that could would have been authorized payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Grantee Xxxxxxx died at the same time but while an employee of the Corporation. Any such award determination will be made, and such award, if any, Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, 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, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation 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 710.