Determination of Performance Factors Upon Death or a Change of Control Sample Clauses

Determination of Performance Factors Upon Death or a Change of Control. Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death (or if you die after a termination of employment with PNC due to Disability or Retirement or following an Anticipatory Termination), but prior to a Final Award Date, then all performance-based vesting requirements will be met as of the Final Award Date, and such portion will payable based on (a) the average of the actual Annual Performance Factor calculated for the completed Performance Years (if any) and the Performance Year that includes the date of death, and (b) a 100% Annual Performance Factor for any remaining Performance Years following the calendar year of death. This amount is not pro-rated, but in general, remains subject to the Committee’s exercise of negative discretion. If a Change of Control occurs after your death and in the same calendar year of your death (but prior to the time the Committee makes a Final Award determination), the Final Award will be calculated as described below under “Change of Control” as though you remained continuously employed with PNC as of the Change of Control.
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Determination of Performance Factors Upon Death or a Change of Control. Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, in any case, prior to a Change of Control or any Scheduled Vesting Date(s), then all performance-based vesting requirements will be met with respect to the outstanding unvested portion of your Award, and such portion will payable based on 100% performance for the Annual Risk Review Performance Factor (unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, in which case such Tranche will vest based on actual performance as determined by the Committee). For the avoidance of doubt, in the event of your death following a Change of Control, the Annual Risk Review Performance Factor for any then outstanding Tranche will be determined as provided in the “Change of Control” paragraph below.
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Determination of Performance Factors Upon Death or a Change of Control. Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, in any case, prior to a Change of Control or any Scheduled Vesting Date(s), then all performance-based vesting requirements will be met with respect to the outstanding unvested portion of your Award, and such portion will payable based on 100% performance for the Annual Corporate Performance Factor, the Annual Tier 1 Risk-Based Performance Factor and the Annual Risk Review Performance Factor (unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, in which case such Tranche will vest based on actual performance as determined by the Committee). For the avoidance of doubt, in the event of your death following a Change of Control, the Annual Corporate and Risk Performance Factors for any then outstanding Tranche will be determined as provided in the “Change of Control” paragraph below.
Sample 1
Determination of Performance Factors Upon Death or a Change of Control. Death Notwithstanding anything to the contrary in this Agreement, if your employment with PNC ceases by reason of your death, or if you die after a termination of employment with PNC due to Disability or Retirement or by reason of an Anticipatory Termination, in any case, prior to a Change of Control or any Scheduled Vesting Date(s), then all performance-based vesting requirements will be met with respect to the outstanding unvested portion of your Award, and such portion will payable based on 100% performance for the Annual Corporate Performance Factor, the Annual Tier 1 Risk-Based Performance Factor and the Annual Risk Review Performance Factor (unless the date of death occurs after a calendar year but prior to performance-adjustment by the Committee for a given Tranche, in which case such Tranche will vest based on actual performance as determined by the Committee). For the avoidance of doubt, in the event of your death following a Change of Control, the Annual Corporate and Risk Performance Factors for any then outstanding Tranche will be determined as provided in the “Change of Control” paragraph below. Change of Control Notwithstanding anything to the contrary in this Agreement and subject to your satisfaction of the service-based vesting requirements, any outstanding Tranches for which no performance factors have been determined at the time of a Change of Control will be performance-adjusted, as follows: • For the Annual Corporate Performance Factor, based on 100% performance for each Tranche. • For the Annual Tier 1 Risk-Based Performance Factor, by determining the Annual Tier 1 Risk-Based Performance Factor using the quarter-end date immediately preceding the Change of Control (or if the Change of Control falls on a quarter-end date, and such information is available and applicable for such date, the date of the Change of Control) as the applicable “performance measurement date” for each outstanding Tranche. • For the Annual Risk Review Performance Factor, based on the last Annual Risk Review Performance Factor applicable prior to the Change of Control (or, if none, then 100.00%) for each Tranche. For the avoidance of doubt: • If the Annual Tier 1 Risk-Based Performance Factor was not met as of the applicable quarter-end performance measurement date, or if the Annual Risk Review Performance Factor was 0.00%, the Award will be forfeited by you as of the Change of Control. • Tranches that remain outstanding will be paid out, without further Dividend...
Sample 1

Related to Determination of Performance Factors Upon Death or a Change of Control

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • CONTINUATION OF PERFORMANCE THROUGH TERMINATION The Subrecipient shall continue to perform, in accordance with the requirements of the Agreement, up to the date of termination, as directed in the termination notice.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

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