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 Except as set forth in the following paragraph, in the event that Grantee Retires (as defined in Section 15.48) Retired prior to the Committee-determined Award Date and Xxxxxxx’s termination of employment is not also a termination by day 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 Retirement 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 Change of Control pursuant to Section 4.3 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(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 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 Grantee 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 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 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 Retirement but before the time set forth above for consideration of Xxxxxxx died while eligible to receive an award as a Qualified Retiree 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 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(c); 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(c) and payable in accordance with Section 79.

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 6, calculated as specified in Section 6.1(c) and payable in accordance with Section 79.

Qualifying Retirement. If Grantee Retires (as defined in Section 15.4814.44) prior to the Compensation Committee-determined Award Date and XxxxxxxGrantee’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 15.2514.23). 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 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(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 XxxxxxxGrantee’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 Except as set forth in the following paragraph, in the event that Grantee Retires (as defined in Section 15.48) Retired prior to the Committee-determined Award Date and Xxxxxxx’s termination of employment is not also a termination by day 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 Retirement 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 Change of Control pursuant to Section 4.3 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(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 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 Grantee 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 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 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 Retirement but before the time set forth above for consideration of Xxxxxxx died while eligible to receive an award as a Qualified Retiree 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 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(c); 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(c) and payable in accordance with Section 710.