Qualifying Retirement Clause Samples

Qualifying Retirement. In the event of a Qualifying Retirement, the Employee will remain eligible to vest in a Pro-Rata Amount of the PRSUs that otherwise vest on December 31, 2025 based on the achievement of the Performance Conditions, and any dividend equivalents with respect thereto; provided that the Employee (A) completes a successful transition of responsibilities (as determined by the Board of Directors of the Company) and cooperates during the remaining vesting period, (B) complies with any applicable restrictive covenants and non-disparagement provisions during the remaining vesting period, (C) reasonably cooperates with the Company and its affiliates with respect to any investigation, litigation, arbitration, or regulatory proceeding regarding events that occurred during the Employee’s tenure with the Company, and (D) does not accept full time employment at a public or private company (with the exception of (1) board service, teaching, public service, or consulting, (2) employment with a family business, non-profit, startup, or other materially similar enterprise, or (3) any other employment specifically approved by the CEO (or, if the Employee was the CEO prior to such retirement, the Board of Directors of the Company).

Qualifying Retirement. In the event your Service is terminated due to a Qualifying Retirement prior to the Vesting Date, you will be deemed to have satisfied the Service Vesting Condition on a pro-rata basis and the number of PSUs that are eligible to vest will be a pro-rata number based on the number of days you were in Service during the Performance Period and the actual average performance level achieved through the end of the Measurement Period in which the Qualifying Retirement occurs. Your pro-rata satisfaction of the Service Vesting Condition and such pro-rata portion of the number of PSUs which are eligible to vest will be determined by dividing (i) the number of days that have elapsed prior to the date of the Qualifying Retirement date since the start of the applicable Performance Period by (ii) the total number of days in such Performance Period. The pro-rata number of PSUs which are eligible to vest based on the applicable performance level attained will be calculated by reference to the average of the actual performance for any completed Measurement Periods as of the termination date and actual performance achieved for the Measurement Period in which the Qualifying Retirement occurs, and such applicable pro-rata number of PSUs shall vest contingent on the Release Effective Date. For the avoidance of doubt, any Measurement Periods that are scheduled to begin after the date on which the Qualifying Retirement occurs will not be included in the average calculation for purposes of determining the level of performance achievement and number of pro-rata PSUs which are eligible to vest.

Qualifying Retirement. Except as set forth in the following paragraph, in the event that Grantee Retired prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying Retirement set forth in Section 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.3 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Grantee remains eligible for an award, ▇▇▇▇▇▇▇’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 6.1(a), had Grantee not Retired but had 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 ▇▇▇▇▇▇▇ died while eligible to receive an award as a Qualified Retiree and a Final Award determination (either to award a specified amount or not to authorize any award) 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 made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, ▇▇▇▇▇▇▇’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(b) had ▇▇▇▇▇▇▇ died at the same time but while an employee of the Corporation. ▇▇▇▇▇▇▇’s Final Award will be paid to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by PNC, in accordance with Section 10.

Qualifying Retirement. If such termination of employment is because of the Employee’s Qualifying Retirement while in the employ of the Company, then the continued employment requirement for the Employee shall cease to apply and the Profit Requirement for the PSUs shall be determined as of the End of the Performance Period and paid in accordance with Section 2(a) above; provided, however, that the number of shares of Stock to be paid to the Employee shall be multiplied by a fraction, the numerator of which is the number of days elapsed from the Grant Date to the date of the Employee’s Qualifying Retirement, and the denominator of which is 1095.

Qualifying Retirement. (a) In the event that Grantee Retires on or after the first (1st) anniversary of the Grant Date but prior to the third (3rd) anniversary of the Grant Date, Unvested Shares will not be automatically forfeited on ▇▇▇▇▇▇▇’s Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of Section 7.2 and Section 7.5(b), remain outstanding pending and subject to affirmative approval of the vesting of the Restricted Shares pursuant to this Section 7.5(a) by the Designated Person specified in Section 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 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 last day of the Restricted Period, including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal will be deemed to have been achieved, and the Restricted Period with respect to all then outstanding Unvested Shares, if any, will terminate as of the end 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. The Restricted Shares outstanding at the termination of 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 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 on such disapproval date without payment of any consideration by PNC. If by the end of the Restricted Period, including any extension of the Restricted Perio...

Qualifying Retirement. Subject to the provisions in Section 6(b)(v) below, if your PSUs vest in connection with a Qualifying Retirement, your PSUs will be settled by the Company, via the issuance of Common Stock as described herein, on a date selected by the Company that shall occur in all cases not earlier than January 1st and not later than December 31st of the first calendar year that commences following the year in which the Qualifying Retirement occurs, provided that such selected settlement date shall occur in all cases within the sixty (60) day period following the later of: (i) the date that is six (6) months and one (1) day following the date of Qualifying Retirement, or (ii) the date the number of PSU which are eligible to vest in connection with such Qualifying Retirement is determined by the Administrator, and such selected settlement date which settlement date during such single calendar year shall be the “Original Issuance Date” with respect to such PSUs, and December 31st of the first calendar year that commences following the date of Qualifying Retirement is the applicable “Issuance Deadline” with respect to your PSUs.

Qualifying Retirement. Pursuant to Section 11 of the Plan, the Board hereby consents to the Optionee’s Qualifying Retirement if, at the time that the Optionee terminates service with the Company, the Optionee satisfies the requirements of Section 11(b)(iii) of the Plan other than the requirement of the Board having consented thereto (which consent is hereby given). Notwithstanding Section 11(b)(i) of the Plan, for purposes of this Agreement and for purposes of the Option and the Plan provisions relating to this Agreement and the Option that use the term “Extended Exercise Period”, “Extended Exercise Period” means the period that begins on the date of retirement and ends on the expiration date of the Option.

Qualifying Retirement. Notwithstanding the foregoing, a Grantee shall be treated as being in the continuous employ of the Company for purposes hereof and earning of the PRSUs shall continue if and only for so long as all of the following conditions are met: (i) Grantee’s employment was terminated, including by reason of death, disability or retirement, other than by the Company for Cause; (ii) at the time such employment was terminated, Grantee had attained the age of 55; (iii) at the time such employment was terminated, Grantee’s age, when added to the number of years of continuous employment of such Grantee by the Company, equaled or exceeded seventy (70); and (iv) Grantee does not engage in any Detrimental Activity (together, a “Qualifying Retirement”). Upon a finding by the [Board] Committee that Grantee has met the conditions for a Qualifying Retirement and has engaged in any Detrimental Activity during the period of time beginning when such conditions are first met and ending when all rights under this Agreement terminate, and forthwith upon notice of such finding, Grantee shall forfeit all PRSUs that have not been earned, and Grantee hereby expressly agrees that the Company may exercise any and all other rights available to it under the Plan.

Qualifying Retirement. For purposes of this Agreement, a “Qualifying Retirement” shall occur if at the time of Grantee’s retirement (i) Grantee has had ten (10) years of Continuous Service and (ii) is age 59 1/2 or older.