2012 Performance Units Clause Samples

2012 Performance Units. Pursuant to the Plan and subject to the terms and conditions of the Agreement, PNC grants to the grantee named above (“Grantee”) a Share-denominated, cash-payable incentive award opportunity of Performance Units (the “Performance Units” or the “2012 Performance Units”) with the number of target Share Units set forth above (“Target Share Units”). Performance Units are subject to acceptance by Grantee in accordance with Section 17 and are subject to the terms and conditions of the Agreement and the Plan. The 2012 Performance Units are subject to the corporate performance conditions, service requirements, and other terms and conditions of the Agreement and to the Plan, and to final award determination in accordance with Section 5 or Section 6, as applicable. Payment of any Final Award (as defined in Section 14.26) authorized pursuant to the Agreement will be made in cash, generally in an amount equal to the number of Share Units specified in the Final Award multiplied by the per share price of PNC common stock on the award date (sometimes referred to in the Agreement as payment in “Cash Share-Equivalents”). In general, the 2012 Performance Units are an opportunity for Grantee to receive, at the end of the applicable overall performance period, an award of Cash Share-Equivalents provided that the conditions of the Agreement are met. The maximum potential payout amount that Grantee may receive as a final award determined by the Compensation Committee (defined in Section 14.17 and sometimes referred to as the Committee) is based on the degree to which specified corporate performance criteria for PNC’s Asset & Liability Unit (“A&L Unit”) have been achieved, the applicable basic calculation schedule established by the Compensation Committee for use in generating the maximum potential payout percentage for the 2012 Performance Units from such performance results, any downward adjustment to the calculated potential payout amount based on the Compensation Committee’s negative discretion, and ▇▇▇▇▇▇▇’s level of satisfaction (or deemed satisfaction) of the service requirements set forth in Section 4, including any limitations on the maximum potential payout amount that may apply in the circumstances (e.g., in the case of death). Further limitations or adjustments may apply if there is an early termination or limitation of the overall performance measurement period. Final awards are determined by the Compensation Committee in the absence of a Change of Control (as defin...