Common use of Qualifying Retirement Clause in Contracts

Qualifying Retirement. If Grantee Retires (as defined in Section 15.48) prior to the Committee-determined Award Date and Xxxxxxx’s 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(c) 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 Retirement but before the time set forth above for consideration of an award and provided that the 2012 Incentive 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(c); 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(c) and payable in accordance with Section 7.

Qualifying Retirement. If Grantee Retires the Executive’s employment with the Company is terminated by the Executive due to the Executive’s Qualifying Retirement pursuant to paragraph 4(e), then the Company shall pay or provide to the Executive the following (subject to the last sentence of this paragraph 5(c)): (i) The Accrued Benefits; plus (ii) The Continued Mobile Discounts; plus (iii) An amount in cash equal to the product of (x) two (2) times the sum of (A) the Executive’s Base Salary as in effect immediately prior to the Termination Date (or, solely in the event of a Company Retirement Acceleration, the Base Salary that would have been in effect immediately prior to the Proposed Retirement Date (as determined by the Committee in its discretion)) and (B) the Executive’s target STI award for the fiscal year in which the Termination Date occurs (or, in the event of a Company Retirement Acceleration, the target STI award that would have been in effect immediately prior to the Proposed Retirement Date (as determined by the Committee in its discretion)) and (y) the applicable Retirement Multiple, payable no later than seventy-four (74) days following the Termination Date; plus (iv) Solely in the event of a Company Retirement Acceleration, an additional amount in cash equal to the aggregate Base Salary that would have been paid to the Executive from the Termination Date through the Proposed Retirement Date (had the Executive’s employment not terminated), payable no later than seventy-four (74) days following the Termination Date (and, for clarity, the amount payable pursuant to this clause (iv) shall take into account any increase to the Executive’s Base Salary that would have occurred pursuant to the terms of this Agreement between the Termination Date and the Proposed Retirement Date (as determined by the Committee in its sole discretion)); plus (v) Any Prior-Year STI Award, payable no later than seventy-four (74) days following the Termination Date; plus (vi) Solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Proposed Retirement Date would have occurred, an annual STI award for the fiscal year of the Company in which the Termination Date occurs, based on actual performance results for the fiscal year in which the Termination Date occurs, payable no later than March 15th of the fiscal year immediately following the fiscal year in which the Termination Date occurs (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus (vii) Either (A) if clause (B) of this paragraph 5(c)(vii) does not apply, a pro rata STI award for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date (or, solely in the event of a Company Retirement Acceleration, through the Proposed Retirement Date) divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Executive’s Termination Date (or, solely in the event of a Company Retirement Acceleration, ending immediately prior to the Proposed Retirement Date) (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Termination Date or Proposed Retirement Date, as applicable), as determined by the Company (or, if the Termination Date or Proposed Retirement Date, as applicable, occurs during the first fiscal quarter of the year, based on target performance), payable no later than seventy-four (74) days following the Termination Date or Proposed Retirement Date, as applicable; or (B) solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Proposed Retirement Date would have occurred, a pro rata STI award for the fiscal year in which the Proposed Retirement Date would have occurred, based on the number of days in the fiscal year through the Proposed Retirement Date divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Proposed Retirement Date (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Proposed Retirement Date) or, if the Proposed Retirement Date occurs during the first fiscal quarter of the year, based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the Proposed Retirement Date, in either case, as determined by the Company, payable within seventy-four (74) days following the Proposed Retirement Date (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus (viii) For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s): (A) a portion of each Time-Based Award that is outstanding as of the Termination Date, determined by multiplying (i) the number of then-unvested shares or units, as applicable, subject to such Time-Based Award, by (ii) the applicable Retirement Multiple, shall vest (to the extent then-unvested) on the Release Effective Date (and shall remain outstanding and eligible to vest on the Release Effective Date), and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and (B) each outstanding Performance Award that is outstanding as of the Termination Date will become earned and vested on the Release Effective Date as follows: 1. A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of the Termination Date through (and including) the Termination Date and the denominator of which equals the total number of days in the applicable performance period, by (iii) the applicable Retirement Multiple, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and 2. The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days from the Termination Date through the end of the applicable performance period in effect as of the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date at the greater of (x) the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and (y) target, by (iii) the applicable Retirement Multiple, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); plus (ix) During the Retirement COBRA Period (as defined in Section 15.48) prior below), subject to the Committee-determined Award Date Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and Xxxxxxx’s termination of employment is not also a termination by the Corporation for Causeregulations thereunder, the 2012 Incentive Performance Units Company will remain outstanding post-employmentcontinue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that PNC may terminate the Incentive Performance Units at if (x) any time plan pursuant to which such benefits are provided is not, or ceases prior to the Award Dateexpiration of the continuation coverage period to be, other than during a Change exempt from the application of Control Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (y) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (z) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in Section 15.25). Provided that the 2012 Incentive Performance Units have not been terminated prior any such case, an amount equal 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(c) 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 Retirement but before the time set forth above for consideration of an award and provided that the 2012 Incentive 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(c); 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 dollar value of the Corporation. Any such award determination will be made, and such award, if any, will balance of the Company’s subsidy shall thereafter 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 DateExecutive in substantially equal, then-currently-taxable monthly installments over the Retirement COBRA Period (or remaining portion thereof). In the event that a Change the Company-subsidized portion of Control occurs prior the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Retirement COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the time Executive in then-currently-taxable monthly installments as contemplated by the Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an awardpreceding sentence), an award such Company-subsidized portion of the coverage cost will be deemed to be made pursuant imputed as taxable income to Section 6the Executive; plus (x) During the period commencing on the Termination Date and ending on the eighteen (18) month anniversary thereof (or, calculated as specified if earlier, the date on which Executive commences subsequent employment with a third party, subsequent full-time self-employment or subsequent self-employment that may compete, directly or indirectly, with the business of the Company), the Company shall provide to Executive the Continued Office/Assistant Benefits. For the avoidance of doubt, Executive shall be solely liable for any taxes (if any) arising in Section 6.1(cconnection with the Continued Office/Assistant Benefits. The payments and benefits described in clauses (ii) and payable through (ix) above are subject to Executive’s satisfaction of the conditions set forth in accordance with Section 7paragraph 5(e).

Qualifying Retirement. If In the event that Grantee Retires (as defined in Section 15.48) prior to the Committeeregularly scheduled award date for non-determined Award Date and Xxxxxxx’s exceptional circumstances in early 2013 but Xxxxxxx has met the conditions for a qualifying Retirement 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 set forth in Section 15.25). Provided that 4.3 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Award Date award date pursuant to Section 4.3 for Detrimental Conduct and are still outstanding at that timeremain outstanding, Grantee PNC will present information to the Committee for purposes of this Section 5.1 on the following basis: (i) the applicable performance measurement date will be eligible the last day of the last full quarter completed prior to Xxxxxxx’s Retirement date or, if the Retirement date is a quarter-end date, that quarter-end date, but in no event later than December 31, 2012; (ii) the applicable overall Performance Period will be the period beginning on April 1, 2010 and ending on the quarter-end date that is the applicable performance measurement date, and will consist of one, two or three covered periods, as the case may be, consisting of the partial covered year or years and, if any, the full covered year or years, as applicable, in that period; (iii) the applicable Final Potential Payout Percentage will be the percentage that is the weighted average of the Annual Potential Payout Percentages for Compensation Committee consideration of a full award at the time that awards are considered for those 2012 Incentive one, two or three covered periods, as the case may be, in the applicable overall Performance Units grantees who remain Corporation employeesPeriod specified above, calculated as set forth in accordance with Section 5.1(c15.24; (iv) and payable in accordance with Section 7. Any such award the applicable Calculated Maximum Potential Payout Amount will be subject the number of Share Units equal to Compensation Committee determination pursuant to (x) the applicable Final Potential Payout Percentage of the Adjusted Target Share Units, with adjustments calculated through the quarter-end date that is the applicable performance measurement date, then (y) prorated (as defined in Section 5.2, and may be further reduced or eliminated by 15.36) based on the Compensation Committee number of full quarters in the exercise of its negative discretion applicable overall Performance Period (i.e., in the period from April 1, 2010 through the quarter-end date that is the applicable performance measurement date specified above); and (v) the scheduled award-determination period will occur in early 2013 as provided in Section 7.1, unless such determination occurs during a Change of Control Coverage Period or a Change of Control has occurred. If Grantee dies after a Qualifying Retirement but before the time set forth above for consideration beginning of an award and provided that the 2012 Incentive Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death2012, 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(c); 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, case the scheduled award-determination period will occur in early 2012 (if the death occurs on occurred in 2011) or prior to December 31, 2014, or in 2015 early 2011 (if the death occurs occurred in 2015 but prior to 2010), as the Award Datecase may be. In the event that a Change of Control occurs prior to Grantee is Disabled at the time the Compensation Committee makes an award determination with respect of Retirement and Section 4.4 is also applicable to Grantee (either to award a specified amount or not to authorize an awardGrantee, then Section 5.1(d) will govern rather than this Section 5.1(c), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 7.

Qualifying Retirement. If (a) In the event that Grantee Retires on or after the first (as defined in Section 15.481st) anniversary of the Grant Date but prior to the Committee-determined Award Date and third (3rd) anniversary of the Grant Date, Unvested Shares will not be automatically forfeited on Xxxxxxx’s termination Termination Date. Instead, Unvested Shares will, subject to the forfeiture provisions of employment is not also a termination 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 Corporation for CauseDesignated 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 2012 Incentive Performance Units Restricted Period will remain 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 post-employment; provided, however, that PNC may terminate Unvested Shares is affirmatively approved by the Incentive Performance Units at any time Designated Person on or prior to the Award Datelast day of the Restricted Period, other than during a Change including any extension of Control Coverage Period or after the occurrence of a Change of ControlRestricted Period, upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section 15.25). Provided that if applicable, then the 2012 Incentive Three-Year Continued Employment Performance Units have not been terminated prior to the Award Date for Detrimental Conduct and are still outstanding at that time, Grantee Goal 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(c) and payable in accordance with Section 7. Any such award will be subject deemed to Compensation Committee determination pursuant to Section 5.2have been achieved, 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 Restricted Period or a Change of Control has occurred. If Grantee dies after a Qualifying Retirement but before the time set forth above for consideration of an award and provided that the 2012 Incentive 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(c); 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 awardall then outstanding Unvested Shares, if any, will be paid in accordance with Section 7terminate 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, during whichever is later. The Restricted Shares outstanding at the calendar year immediately following termination of 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 Restricted Period will become Awarded Shares and will be deemed to be made released and reissued by PNC pursuant to Section 69. (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, calculated as specified in 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 Period pursuant to the second paragraph of Section 6.1(c) 7.5(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 payable in accordance with Section 7subject 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 Restricted Period without payment of any consideration by PNC.