Common use of Withholding Taxes; Payment Upon Inclusion Under Section 409A Clause in Contracts

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such the tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts any Final Award then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in fullhereunder, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. If a Final Award is payable in the form of Shares and cash, the Corporation will withhold first from the cash portion of the award unless the Committee determines otherwise. If the amount so withheld is not sufficient or if there is no such cash portion, the Corporation will retain whole shares of PNC common stock from the portion of the Final Award payable in the form of Shares, until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligations. For purposes of this Section 11, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. PNC will not retain Shares for this purpose. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewithwith the Final Award, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such the tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation Final Award then payable to Grantee or as otherwise determined by PNCGrantee. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewithwith the Final Award, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units award Grant and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC MISC, as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 20152014-2017 2016 Incentive Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee or, if none, from other compensation then payable to Grantee, or as otherwise determined by PNC. Unless the Compensation Committee or other PNC Designated Person determines otherwise, to the extent that payment of the portion of an award payout to Grantee that is denominated in share units is then payable to Grantee in a combination of shares of PNC common stock and cash, the Corporation will withhold with respect to that portion of the award payout first from such cash portion, and if the amount so withheld is not sufficient or if there is no such cash portion, the Corporation will retain whole shares of PNC common stock from any such amounts then payable to Grantee hereunder in the form of shares; provided, however, that in the event that amounts then payable to Grantee include a fractional interest, withholding may be made in the form of shares with respect to such fractional interest. With respect to the portion of an award payout to Grantee that is payable to Grantee solely in the form of cash, the Corporation will withhold cash from any such amounts payable to Grantee hereunder that are settled in cash. Similarly, for any outstanding Prior Awards held by Xxxxxxx, if a final award payment with respect to all or a portion of any such award is payable to Grantee in the form of shares and includes a fractional interest, withholding may be made in the form of shares with respect to such fractional interest in the same manner as for this Award. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. For purposes of this Section 13, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value (as defined in Section 15) on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. The Corporation will not retain shares for this purpose. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 20152014-2017 2016 Incentive Performance Units and related Dividend Equivalents award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such the tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts any Final Award then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in fullhereunder, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewithwith the Final Award, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from any amounts then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in fullhereunder, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. To the extent, if any, that payment of any amounts then payable to Grantee hereunder is made in cash, the Corporation will withhold first from such cash portion of the award payment unless the Compensation Committee determines otherwise. If the amount so withheld is not sufficient or if there is no such cash portion, the Corporation will retain whole shares of PNC common stock from any amounts payable to Grantee hereunder in the form of Shares, until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligations. For purposes of this Section 11, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value (as defined in Section 15.29) on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. PNC will not retain Shares for this purpose. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 2015-2017 2012 Incentive Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee or, if none, from other compensation then payable to Grantee, or as otherwise determined by PNC. Unless the Compensation Committee or other PNC Designated Person determines otherwise, the Corporation will retain whole shares of PNC common stock from any amounts then payable to Grantee hereunder, or pursuant to any other outstanding Restricted Share Units previously awarded to Grantee under the Plan (“Prior Awards”), in the form of shares of PNC common stock, and will withhold cash from any amounts then payable to Grantee hereunder that are settled in cash. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. For purposes of this Section 13, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value (as defined in Section 15) on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. The Corporation will not retain shares for this purpose. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units and related Dividend Equivalents award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such the tax withholding obligation arises in connection January 2008 herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts any Final Award then payable hereunder to Grantee. If To the extent that any portion of a Final Award is payable in the form of cash, the Corporation will withhold first from such withholding cash portion of the award and, if that is required prior to the time amounts are payable to Grantee hereunder not sufficient or if there is no such amounts cash portion, the Corporation will then retain whole shares of PNC common stock from the portion of any Final Award that is payable in the form of Shares, until such withholdings in the aggregate are not sufficient to satisfy such obligation in fullminimum required withholding obligations. For purposes of this Section 11, the shares of PNC common stock retained to satisfy applicable withholding tax requirements will be taken from other compensation valued at their Fair Market Value on the date the tax withholding obligation arises. PNC will not retain more than the number of Shares sufficient to satisfy the minimum amount of taxes then payable required to Grantee or as otherwise determined by PNCbe withheld in connection with the Final Award after any cash portion of the award has already been withheld for such purpose. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewithwith the Final Award, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive Performance Units award Grant and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC MISC, as appropriate.

Withholding Taxes; Payment Upon Inclusion Under Section 409A. Where Grantee has not previously satisfied all applicable withholding tax obligations have not previously been satisfiedobligations, PNC will, at the time any such tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from any amounts then payable hereunder to Grantee. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in fullhereunder, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. If Xxxxxxx’s W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. It is the intention of the parties that the 2015-2017 Incentive 2012 Performance Units award and the Agreement comply with the provisions of Section 409A to the extent, if any, that such provisions are applicable to the Agreement. In the event that, notwithstanding such intention, the arrangement fails to meet the requirements of Section 409A and the regulations promulgated thereunder, then PNC may at that time permit the acceleration of the time for payment to Grantee under the Award Agreement notwithstanding any of the other provisions of the Agreement, but any such accelerated payment may not exceed the amount required to be included in Grantee’s income as a result of the failure to comply with the requirements of Section 409A and the regulations promulgated thereunder. For purposes of this provision, an amount will be deemed to have been included in Grantee’s income if the amount is timely reported on Form W-2 or Form 1099-MISC as appropriate.