Common use of Qualifying Retirement Clause in Contracts

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 Period pursuant to the second paragraph of Section 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 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 Restricted Period without payment of any consideration by PNC.

Qualifying Retirement. (a) In the event that If Grantee Retires on (as defined in Section 14.36) prior to the Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the first occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (1stas defined in Section 14.19). If Grantee is Disabled (as defined in Section 14.20) anniversary at the time of Retirement and Section 4.4 is also applicable to Grantee, that subsection will govern rather than this Section 4.3. Provided that the Grant Date but Performance Units have not been terminated prior to the third (3rdaward date for Detrimental Conduct and are still outstanding at that time, Grantee will be eligible for Committee consideration of a prorated 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(c) anniversary with a performance measurement date of the Grant Datelast day of the last full quarter completed on or prior to Grantee’s Retirement date, Unvested Shares but in no event later than December 31, 2012, 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 occurred. If Grantee dies after a qualifying Retirement but before the time set forth above for consideration of an award and provided that the Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the 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 determination will be automatically forfeited on made and such award, if any, will be calculated in accordance with Section 5.1(c) as described above but will be paid in accordance with Section 7 during the calendar year immediately following the year in which ▇▇▇▇▇▇▇’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 Datedeath occurs, 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 death occurs on or prior to December 31, 2012, or in 2013 if the last day death occurs in 2013 but prior to the Award Date. In the event that a Change of Control occurs prior to the Restricted Periodtime the Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal an award 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 made pursuant to Section 96, calculated as specified in Section 6.1(c) and payable in accordance with Section 7. (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 Period pursuant to the second paragraph of Section 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 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 Restricted Period without payment of any consideration by PNC.

Qualifying Retirement. (a) In the event that If Grantee Retires on (as defined in Section 14.44) prior to the Compensation Committee-determined Award Date and Grantee’s termination of employment is not also a termination by the Corporation for Cause, the 2012 Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Performance Units at any time prior to the Award Date, other than during a Change of Control Coverage Period or after the first occurrence of a Change of Control, upon determination that Grantee has engaged in Detrimental Conduct (1st) anniversary of as defined in Section 14.23). Provided that the Grant Date but 2012 Performance Units have not been terminated prior to the third 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 such an award, if any, would have been considered had Grantee remained a Corporation employee, 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 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Grantee’s death, the Compensation Committee may consider an award for Grantee and make an award determination with respect to Grantee (3rd) anniversary 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 Grant DateCorporation. Any such award determination will be made, Unvested Shares and such award, if any, will not be automatically forfeited on paid in accordance with Section 7, during the calendar year immediately following the year in which ▇▇▇▇▇▇▇’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 Datedeath occurs, 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 death occurs on or prior to December 31, 2014, or in 2015 if the last day death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the Restricted Periodtime the Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), including any extension of the Restricted Period, if applicable, then the Three-Year Continued Employment Performance Goal an award 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 made pursuant to Section 96, calculated as specified in Section 6.1(c) and payable in accordance with Section 7. (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 Period pursuant to the second paragraph of Section 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 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 Restricted Period without payment of any consideration by PNC.

Qualifying Retirement. (a) In the event that If Grantee Retires on or after the first (1stas defined in Section 15.48) anniversary of the Grant Date but prior to the third (3rd) anniversary of the Grant Date, Unvested Shares will not be automatically forfeited on Committee-determined Award Date and ▇▇▇▇▇▇▇’s Termination Date. Insteadtermination of employment is not also a termination by the Corporation for Cause, Unvested Shares willthe 2012 Incentive Performance Units will remain outstanding post-employment; provided, subject however, that PNC may terminate the Incentive Performance Units at any time prior to the forfeiture provisions Award Date, other than during a Change of Section 7.2 and Section 7.5(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 7.5(a) by the Designated Person specified upon determination that Grantee has engaged in Detrimental Conduct (as defined in Section A.14 of Annex A. If such Unvested Shares 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 but at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the Designated Person has not made a specific 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 either approve Section 5.2, and may be further reduced or disapprove the vesting of the Unvested Shares eliminated 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 in the exercise of the Board, whichever is applicableits 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 vesting time set forth above for consideration of an award and provided that the then 2012 Incentive Performance Units have not been terminated for Detrimental Conduct and are still outstanding Unvested Shares is affirmatively approved by at the Designated Person on or prior to time of ▇▇▇▇▇▇▇’s death, 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, Compensation Committee may consider an award for Grantee and the Restricted Period make an award determination with respect to all then outstanding Unvested SharesGrantee (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 terminate as be paid in accordance with Section 7, during the calendar year immediately following the year in which ▇▇▇▇▇▇▇’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 end of time the day on the date of such approval Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or the day immediately preceding the third (3rd) anniversary of the Grant Datenot to authorize an award), whichever is later. The Restricted Shares outstanding at the termination of the 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(c) and payable in accordance with Section 7. (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 Period pursuant to the second paragraph of Section 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 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 Restricted Period without payment of any consideration by PNC.

Qualifying Retirement. If 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 (asubject to the last sentence of this paragraph 5(c)): (i) In The Accrued Benefits; plus (ii) The Continued Mobile Discounts; plus (iii) An amount in cash equal to the event that Grantee Retires on or after product of (x) two (2) times the first sum of (1stA) anniversary of the Grant Date but Executive’s Base Salary as in effect immediately prior to the third Termination Date (3rdor, 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)) anniversary 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 Grant Datetarget 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, Unvested Shares will not be automatically forfeited on ▇▇▇▇▇▇▇’s payable no later than seventy-four (74) days following the Termination Date. Instead; plus (iv) Solely in the event of a Company Retirement Acceleration, Unvested Shares will, subject an additional amount in cash equal to the forfeiture provisions of Section 7.2 and Section 7.5(baggregate 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), remain outstanding pending and subject to affirmative approval of payable no later than seventy-four (74) days following the vesting of Termination Date (and, for clarity, the Restricted Shares amount payable pursuant to this Section 7.5(aclause (iv) 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 shall take into account any increase 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 Executive’s Base Salary that would 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 Period occurred pursuant to the second paragraph terms of Section 7.5(athis 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, if applicablepayable 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 Designated Person has neither affirmatively approved nor specifically disapproved the vesting fiscal year of the Unvested Shares that had remained outstanding after Grantee’s Company in which the Termination Date pending 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 subject to affirmative approval calculated based on the actual level of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at attainment of the close applicable performance measures during the portion of business the fiscal year ending on the last day of the Restricted 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 below), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue 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 if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of 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 payment violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any consideration such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to the Executive in substantially equal, then-currently-taxable monthly installments over the Retirement COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of 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 PNCreason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive; plus (x) During the period commencing on the Termination Date and ending on the eighteen (18) month anniversary thereof (or, 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 connection with the Continued Office/Assistant Benefits. The payments and benefits described in clauses (ii) through (ix) above are subject to Executive’s satisfaction of the conditions set forth in paragraph 5(e).

Qualifying Retirement. If the Executive’s employment with the Company is terminated by the Executive due to the Executive’s Qualifying Retirement (aincluding, for clarity, pursuant to a Company Retirement Acceleration) In pursuant to Section 4(f), then the event that Grantee Retires on Company shall pay or after provide to the first Executive the following (1stsubject to the last sentence of this Section 5(e)): (i) anniversary The Accrued Benefits; plus (ii) The Continued Mobile Discounts; plus (iii) A cash severance payment in an amount equal to two (2) times the sum of (A) the Grant Date but Executive’s Base Salary as in effect immediately prior to the third Termination Date (3rdor, solely in the event of a Company Retirement Acceleration, the Base Salary that would have been in effect immediately prior to the Retirement Date (as determined by the Committee in its discretion pursuant to Section 3(a) anniversary above, only if such Base Salary has not already been determined pursuant to such provisions)) 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 Grant Datetarget STI award that would have been in effect immediately prior to the Retirement Date (as determined by the Committee in its discretion)), Unvested Shares will not be automatically forfeited on ▇▇▇▇▇▇▇’s payable no later than seventy-four (74) days following the Termination Date. Instead; plus (iv) Solely in the event of a Company Retirement Acceleration, Unvested Shares will, subject an additional amount in cash equal to the forfeiture provisions of Section 7.2 and Section 7.5(baggregate Base Salary that would have been paid to the Executive from the Termination Date through the Retirement Date (had the Executive’s employment not terminated), remain outstanding pending and subject to affirmative approval of payable no later than seventy-four (74) days following the vesting of Termination Date (and, for clarity, the Restricted Shares amount payable pursuant to this Section 7.5(aclause (iv) 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 shall take into account any increase 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 Executive’s Base Salary that would 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 Period occurred pursuant to the second paragraph terms of Section 7.5(athis Agreement between the Termination Date and the Retirement Date (as determined by the Committee in its sole discretion)); plus (v) Any Prior-Year STI Award, if applicablepayable 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 Retirement Date would have occurred, an annual STI award for the Designated Person has neither affirmatively approved nor specifically disapproved the vesting fiscal year of the Unvested Shares that had remained outstanding after Grantee’s Company in which the Termination Date pending 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(e)(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 Retirement Date) divided by 365 and subject to affirmative approval calculated based on the actual level of vesting, then all such Unvested Shares that are still outstanding will be forfeited by Grantee to PNC at attainment of the close applicable performance measures during the portion of business the fiscal year ending on the last day of the Restricted 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 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 Retirement Date, as applicable), as determined by the Company (or, if the Termination Date or 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 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 Retirement Date would have occurred, a pro rata STI award for the fiscal year in which the Retirement Date would have occurred, based on the number of days in the fiscal year through the 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 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 Retirement Date) or, if the 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 Retirement Date, in either case, as determined by the Company, payable within seventy-four (74) days following the 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) each Time-Based Award that is outstanding as of the Termination Date shall vest in full (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); (B) each 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, 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, 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 (C) each LTI award that was granted on or after the Effective Date and that is outstanding as of the Termination Date shall be treated as follows: 1. each New Time-Based Award shall continue to vest on, and be settled on or shortly after, the regularly-scheduled post-Termination Date vesting dates set forth in (and in accordance with) the applicable award agreement; and 2. each New Performance Award shall remain outstanding and will continue to be eligible to vest and be paid to Executive in accordance with the terms of the applicable LTI award agreement, based on the actual level of actual performance during the performance period (determined as if Executive’s employment had not terminated prior to the conclusion of the performance period); plus (ix) During the Severance COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue 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 if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of 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 any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to the Executive in substantially equal, then-currently-taxable monthly installments over the Severance COBRA Period without payment (or remaining portion thereof). In the event the Company-subsidized portion of any consideration the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Severance COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by PNCreason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive. The payments described in clauses (ii) through (ix) above are subject to the Executive’s satisfaction of the conditions set forth in Section 5(f).