Common use of Qualifying Termination in Anticipation of a Change of Control Clause in Contracts

Qualifying Termination in Anticipation of a Change of Control. If Xxxxxxx’s employment with the Corporation is terminated by the Corporation prior to the Award Date and such termination is an Anticipatory Termination as defined in Section 15.6, then (i) the 2012 Incentive Performance Units will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation, (ii) the Incentive Performance Units will not be subject to termination for Detrimental Conduct, and (iii) Grantee will be eligible for consideration for an award pursuant to Section 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e).

Qualifying Termination in Anticipation of a Change of Control. If Xxxxxxx’s employment with the Corporation is terminated by the Corporation prior to the Award Date and such termination is an Anticipatory Termination as defined in Section 15.615.4, then (i) the 2012 Incentive Performance Units will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation, (ii) the Incentive Performance Units will not be subject to termination for Detrimental Conduct, and (iii) Grantee will be eligible for consideration for an award pursuant to Section 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e).

Qualifying Termination in Anticipation of a Change of Control. If Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is was terminated by the Corporation prior to the Award Date and such termination is was an Anticipatory Termination as defined in Section 15.6, then (i) 14.5 and the 2012 Incentive Performance Units will remain are still outstanding notwithstanding Grantee’s termination at the time the Change of employment with the Corporation, (ii) the Incentive Performance Units will not be subject to termination for Detrimental Conduct, Control occurs and (iii) Grantee will be remains eligible for consideration for an award pursuant to Section 5.24.5, calculated Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in accordance with Section 5.1(e6.1(a), or will . If Xxxxxxx died while qualified to receive an award pursuant to Section 64.5 and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, calculated as specified in no further or different award determination will be made pursuant to this Section 6.1(e)6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award (payable to Xxxxxxx’s legal representative, as applicable. Any such award will be payable determined in good faith by PNC, in accordance with Section 7. If 9) will be in the same amount as the Final Award that would have been payable to Grantee dies while eligible to receive an award pursuant to this the calculations set forth in Section 4.5 6.1(b) had Xxxxxxx died at the same time but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e)Corporation.

Qualifying Termination in Anticipation of a Change of Control. If XxxxxxxGrantee’s employment with the Corporation is terminated by the Corporation prior to the Award Date and such termination is an Anticipatory Termination as defined in Section 15.614.5, then (i) the 2012 Incentive Performance Units will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation, (ii) the Incentive 2012 Performance Units will not be subject to termination for Detrimental Conduct, and (iii) Grantee will be eligible for consideration for an award pursuant to Section 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e).

Qualifying Termination in Anticipation of a Change of Control. If Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is was terminated by the Corporation prior to the Award Date and such termination is was an Anticipatory Termination as defined in Section 15.6, then (i) 15.6 and the 2012 Incentive Performance Units will remain are still outstanding notwithstanding Grantee’s termination at the time the Change of employment with the Corporation, (ii) the Incentive Performance Units will not be subject to termination for Detrimental Conduct, Control occurs and (iii) Grantee will be remains eligible for consideration for an award pursuant to Section 5.24.5, calculated Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in accordance with Section 5.1(e6.1(a), or will . If Xxxxxxx died while qualified to receive an award pursuant to Section 64.5 and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, calculated as specified in no further or different award determination will be made pursuant to this Section 6.1(e)6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award (payable to Xxxxxxx’s legal representative, as applicable. Any such award will be payable determined in good faith by PNC, in accordance with Section 7. If 10) will be in the same amount as the Final Award that would have been payable to Grantee dies while eligible to receive an award pursuant to this the calculations set forth in Section 4.5 6.1(b) had Xxxxxxx died at the same time but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e)Corporation.

Qualifying Termination in Anticipation of a Change of Control. If Xxxxxxx’s employment with the Corporation is terminated by the Corporation prior to the Award Date and such termination is an Anticipatory Termination as defined in Section 15.614.4, then (i) the 2012 Incentive Performance Units will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation, (ii) the Incentive Performance Units will not be subject to termination for Detrimental Conduct, and (iii) Grantee will be eligible for consideration for an award pursuant to Section 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2 or a Change of Control occurs, Grantee will be eligible for Compensation Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If Grantee dies while eligible to receive an award pursuant to this Section 4.5 but a Change of Control occurs prior to the time the Compensation Committee makes an award determination pursuant to Section 5.2, Grantee will be deemed to receive an award in accordance with Section 6.1(e).