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

Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event and prior to [vesting date/condition], Xxxxxxx’s employment is terminated (other than by reason of Xxxxxxx’s death) by the Corporation without Cause or by Grantee for Good Reason, or if Xxxxxxx’s employment is deemed to have been so terminated pursuant to Section 7.5(b), then: (i) [the] [all remaining applicable] Continued Employment Performance Goal[s] will be deemed to have been achieved and the Restricted Period [or Periods] with respect to all then outstanding Unvested Shares, if any, will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.5(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.5(b) are met); and (ii) all Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.

Appears in 1 contract

Samples: Restricted Stock Agreement (PNC Financial Services Group Inc)

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Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event and prior to [vesting date/condition]the third (3rd) anniversary of the Grant Date, Xxxxxxx’s employment is terminated (other than by reason of Xxxxxxx’s death) by the Corporation without Cause or by Grantee for Good Reason, or if Xxxxxxx’s employment is deemed to have been so terminated pursuant to Section 7.5(b7.6(b), then: (i) [the] [all remaining applicable] the Three-Year Continued Employment Performance Goal[s] Goal will be deemed to have been achieved and the Restricted Period [or Periods] with respect to all any then outstanding Unvested Shares, if any, Shares will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.5(b7.6(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.5(b7.6(b) are met); and (ii) all Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.

Appears in 1 contract

Samples: Restricted Stock Agreement (PNC Financial Services Group Inc)

Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event and prior to [vesting date/condition]January 1, Xxxxxxx2007, Grantee’s employment is terminated (other than by reason of XxxxxxxGrantee’s death) by the Corporation without Cause or by Grantee for Good Reason, or if XxxxxxxGrantee’s employment is deemed to have been so terminated pursuant to Section 7.5(b), then: (i) [the] [all remaining applicable] the Continued Employment Performance Goal[s] Goal will be deemed to have been achieved and the Restricted Period [or Periods] with respect to all any then outstanding Unvested Shares, if any, Shares will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.5(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.5(b) are met); and (ii) all Restricted Shares that thereby become Awarded Vested Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.

Appears in 1 contract

Samples: Restricted Stock Agreement (PNC Financial Services Group Inc)

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Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event and prior to [vesting date/condition]the fifth (5th) anniversary of the Grant Date, Xxxxxxx’s employment is terminated (other than by reason of XxxxxxxGrantee’s death) by the Corporation without Cause or by Grantee for Good Reason, or if Xxxxxxx’s employment is deemed to have been so terminated pursuant to Section 7.5(b7.6(b), then: (i) [the] [all remaining applicable] applicable Continued Employment Performance Goal[s] Goals will be deemed to have been achieved and the Restricted Period [or Periods] Periods with respect to all then outstanding Unvested Shares, if any, will terminate as of the end of the day on the day immediately preceding Grantee’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.5(b7.6(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.5(b7.6(b) are met); and (ii) all Restricted Shares that thereby become Awarded Shares will be released and reissued by PNC pursuant to Section 9 as soon as administratively practicable following such date.

Appears in 1 contract

Samples: Restricted Stock Agreement (PNC Financial Services Group Inc)

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