Common use of Detrimental Conduct Clause in Contracts

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 2 contracts

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.), Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

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Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 2 contracts

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.), Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC, acting by the Compensation Committee or its delegate or other PNC Designated Person (as defined in Section 12), as applicable, (1) determines in its sole discretion that Grantee has engaged in Detrimental Conduct (as defined in Section 12), and, if so, (2) determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee Xxxxxxx has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Xxxxxxx’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 2 contracts

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.), Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units Performance RSUs and related Dividend Equivalents vest in accordance with Section 67.1 or expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units Performance RSUs and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units Performance RSUs and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1113.13, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Performance RSUs and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 2 contracts

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.), Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units Performance RSUs and related Dividend Equivalents vest in accordance with Section 68 or expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units Performance RSUs and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units Performance RSUs and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.13, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Performance RSUs and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates on or results in a Change of Controlafter Grantee’s Termination Date; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Nonstatutory Stock Option Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units Performance RSUs and related Dividend Equivalents vest in accordance with Section 68 or expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units Performance RSUs and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units Performance RSUs and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.13, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Performance RSUs and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as described in Section 15.13(b) or in Section 15.13(c); and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as defined described in Section 1215.13(b) or in Section 15.13(c).

Appears in 1 contract

Samples: Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date Restricted Shares that such Restricted Share Units vest in accordance with Section 6would otherwise remain outstanding after Grantee’s Termination Date, Restricted Share Units and related Dividend Equivalents, or specified portion thereofif any, will be forfeited by Grantee to PNC and cancelled, cancelled without payment of any consideration by PNC, PNC (and the right to receive any payment of dividends with respect to any such shares will also cease on the date and such shares are forfeited) in the event that, at any time prior to the extent date such shares vest and are released in accordance with the provisions of Section 9, PNC determines as set forth in Section 11.12 in its sole discretion that PNC Grantee has engaged in Detrimental Conduct and, if so, determines in its sole discretion to so cancel all or a specified portion of the such Restricted Share Units and related Dividend Equivalents Shares on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination DateConduct; provided, however, that that: (i) this Section 7.5(b) will not apply to Restricted Shares that vest in the event of Xxxxxxx’s death while an employee of the Corporation pursuant to Section 9.2(ii) or on Grantee’s Termination Date pursuant to Section 9.2(iv) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, if any; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and death; (iii) Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Shares by will or the laws of descent and distribution in the event of Xxxxxxx’s death; and (iiiv) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in will cease to apply to any Restricted Shares upon a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

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

Detrimental Conduct. At any time prior to the date Restricted Shares that such Restricted Share Units vest in accordance with Section 6would otherwise remain outstanding after Grantee’s Termination Date, Restricted Share Units and related Dividend Equivalentsif any, or specified portion thereof, pending affirmative approval of vesting will be forfeited by Grantee to PNC and cancelled, cancelled without payment of any consideration by PNC, PNC (and the right to receive any payment of dividends with respect to any such shares will also cease on the date and such shares are forfeited) in the event that, at any time prior to the extent date such shares vest and are released in accordance with the provisions of Section 9, PNC determines as set forth in Section 11.12 in its sole discretion that PNC Grantee has engaged in Detrimental Conduct and, if so, determines in its sole discretion to so cancel all or a specified portion of the such Restricted Share Units and related Dividend Equivalents Shares on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination DateConduct; provided, however, that that: (i) this Section 7.5(b) will not apply to Restricted Shares that vest in the event of Grantee’s death while an employee of the Corporation pursuant to Section 9.2(iii) or on Grantee’s Termination Date pursuant to Section 9.2(v) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, if any; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and death; (iii) Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Shares by will or the laws of descent and distribution in the event of Xxxxxxx’s death; and (iiiv) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in will cease to apply to any Restricted Shares upon a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

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

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC, acting by the Compensation Committee (as defined in Section 12) or its delegate or other PNC Designated Person (as defined in Section 12), as applicable, (1) determines in its sole discretion that Grantee has engaged in Detrimental Conduct (as defined in Section 12), and, if so, (2) determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after GranteeXxxxxxx’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12Control).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share a Final Award determination is made and Xxxxxxx’s Award vests as of the Final Award Date, or the date that the Incentive Performance Units vest in accordance with Section 6expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units and related Dividend Equivalentsthe Incentive Performance Units, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Incentive Performance Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.20, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Incentive Performance Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as described in Section 15.20(b) or in Section 15.20(c); and (iii) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as defined described in Section 1215.20(b) or in Section 15.20(c).

Appears in 1 contract

Samples: PNC Financial Services Group, Inc.

Detrimental Conduct. At any time prior to the date that a Final Award, if any, is either determined by the Committee and vests (the Committee-determined Final Award Date) or is awarded by reason of the occurrence of a Change of Control and vests as of the Change of Control date, as the case may be, or the date that such Restricted Share Incentive Performance Units vest in accordance with Section 6and related Dividend Equivalents expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share the Incentive Performance Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Incentive Performance Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.18, whether such determination is made during the period of GranteeGrxxxxx’s employment with the Corporation or after GranteeGrxxxxx’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Incentive Performance Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of XxxxxxxGrxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after GranteeXxxxxxx’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Xxxxxxx’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that a Final Award, if any, is either determined by the Committee and vests (the Committee-determined Final Award Date) or is awarded by reason of the occurrence of a Change of Control and vests as of the Change of Control date, as the case may be, or the date that such Restricted Share Incentive Performance Units vest in accordance with Section 6expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units and related Dividend Equivalentsthe Incentive Performance Units, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Incentive Performance Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.20, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Incentive Performance Units by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend EquivalentsUnits, or specified portion thereof, and related Dividend Equivalents, including Dividend Equivalents that may already have been paid to Grantee, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC, acting by the Compensation Committee or its delegate or other PNC Designated Person (as defined in Section 12), as applicable, (1) determines in its sole discretion that Grantee has engaged in Detrimental Conduct (as defined in Section 12), and, if so, (2) determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units that have not yet vested in accordance with Section 6 and related of the Dividend Equivalents related to such Restricted Share Units, including Dividend Equivalents related to such Restricted Share Units that may already have been paid to Grantee, on the basis of its such determination that Grantee Xxxxxxx has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Xxxxxxx’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

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Detrimental Conduct. At any time prior to the date Restricted Shares that such Restricted Share Units vest in accordance with Section 6would otherwise remain outstanding after Grantee’s Termination Date, Restricted Share Units and related Dividend Equivalentsif any, or specified portion thereof, pending affirmative approval of vesting will be forfeited by Grantee to PNC and cancelled, cancelled without payment of any consideration by PNC, PNC (and the right to receive any payment of dividends with respect to any such shares will also cease on the date and such shares are forfeited) in the event that, at any time prior to the extent date such shares vest and are released in accordance with the provisions of Section 9, PNC determines as set forth in Section 11.12 in its sole discretion that PNC Grantee has engaged in Detrimental Conduct and, if so, determines in its sole discretion to so cancel all or a specified portion of the such Restricted Share Units and related Dividend Equivalents Shares on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination DateConduct; provided, however, that that: (i) this Section 7.5(b) will not apply to Restricted Shares that vest in the event of Grantee’s death while an employee of the Corporation pursuant to Section 9.2(iii) or on Grantee’s Termination Date pursuant to Section 9.2(v) in the event that Grantee’s termination of employment was an Anticipatory Termination, if any; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and death; (iii) Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Shares by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; and (iiiv) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in will cease to apply to any Restricted Shares upon a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).. [Describe other and/or alternate forfeiture conditions or events]

Appears in 1 contract

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

Detrimental Conduct. At any time prior to the date that such Restricted Share Units Performance RSUs and related Dividend Equivalents vest in accordance with Section 68 or expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units Performance RSUs and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units Performance RSUs and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.13, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Performance RSUs and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control, other than where such determination is based on or resulting from Xxxxxxx having committed Detrimental Conduct as described in Section 15.13(b) or in Section 15.13(c); and (iii) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as defined described in Section 1215.13(b) or in Section 15.13(c).

Appears in 1 contract

Samples: Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates on or results in a Change of Controlafter Grantee’s Termination Date; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Nonstatutory Stock Option Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after GranteeXxxxxxx’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date Restricted Shares that such Restricted Share Units vest in accordance with Section 6would otherwise remain outstanding after Grantee’s Termination Date, Restricted Share Units and related Dividend Equivalentsif any, or specified portion thereof, pending affirmative approval of vesting will be forfeited by Grantee to PNC and cancelled, cancelled without payment of any consideration by PNC, PNC (and the right to receive any payment of dividends with respect to any such shares will also cease on the date and such shares are forfeited) in the event that, at any time prior to the extent date such shares vest and are released in accordance with the provisions of Section 9, PNC determines as set forth in Section 11.12 in its sole discretion that PNC Grantee has engaged in Detrimental Conduct and, if so, determines in its sole discretion to so cancel all or a specified portion of the such Restricted Share Units and related Dividend Equivalents Shares on the basis of its such determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination DateConduct; provided, however, that that: (i) this Section 7.5(b) will not apply to Restricted Shares that vest in the event of Grantee’s death while an employee of the Corporation pursuant to Section 9.2(iii) or on Grantee’s Termination Date pursuant to Section 9.2(v) in the event that Grantee’s termination of employment was an Anticipatory Termination, if any; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and death; (iii) Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Shares by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; and (iiiv) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in will cease to apply to any Restricted Shares upon a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

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

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Xxxxxxx’s Termination Date; (iii) no determination that Xxxxxxx has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units Performance RSUs and related Dividend Equivalents vest in accordance with Section 68 or expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units Performance RSUs and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units Performance RSUs and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.14, whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units Performance RSUs and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share a Final Award determination is made and the Award vests, or the date that the Incentive Performance Units vest in accordance with Section 6and related Dividend Equivalents expire unvested or are cancelled pursuant to other provisions of the Award Agreement, Restricted Share the Incentive Performance Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Incentive Performance Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.1115.18, whether such determination is made during the period of Grantee’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Incentive Performance Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of XxxxxxxGrantee’s death; (ii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control, other than where such determination is based on or resulting from Grantee having committed Detrimental Conduct as described in Section 15.18(b) or in Section 15.18(c); and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (Control, other than where such determination is based on or resulting from Xxxxxxx having committed Detrimental Conduct as defined described in Section 1215.18(b) or in Section 15.18(c).

Appears in 1 contract

Samples: PNC Financial Services Group, Inc.

Detrimental Conduct. At any time prior to the date that such Restricted Share Units vest in accordance with Section 6, Restricted Share Units and related Dividend Equivalents, or specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct as set forth in Section 12.11, whether such determination is made during the period of Grantee’s employment with the Corporation or after GranteeXxxxxxx’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of Xxxxxxx’s death and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) in the event that Xxxxxxx’s termination of employment was an Anticipatory Termination, no determination that Grantee has engaged in Detrimental Conduct may be made on or after Grantee’s Termination Date; (iii) no determination that Grantee has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iiiiv) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12).

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (PNC Financial Services Group, Inc.)

Detrimental Conduct. At any time prior to the date that such Restricted Share Units and related Dividend Equivalents vest in accordance with Section 66 or are forfeited or cancelled pursuant to other provisions of the Award Agreement, Restricted Share Units and related Related Dividend Equivalents, or a specified portion thereof, will be forfeited by Grantee to PNC and cancelled, without payment of any consideration by PNC, on the date and to the extent that PNC, acting by a PNC Designated Person (as defined in Section 12), determines in its sole discretion to so cancel all or a specified portion of the Restricted Share Units and related Dividend Equivalents on the basis of its determination that Grantee has engaged in Detrimental Conduct (as set forth defined in Section 12.1112), whether such determination is made during the period of GranteeXxxxxxx’s employment with the Corporation or after Grantee’s Termination Date; provided, however, that (i) no determination that Grantee has engaged in Detrimental Conduct may be made on or after the date of XxxxxxxGrantee’s death (other than with respect to a Tranche, if any, that does not vest immediately upon death), and Detrimental Conduct will not apply to conduct by or activities of successors to the Restricted Share Units and related Dividend Equivalents by will or the laws of descent and distribution in the event of Xxxxxxx’s death; (ii) no determination that Grantee Xxxxxxx has engaged in Detrimental Conduct may be made between the time PNC enters into an agreement providing for a Change of Control and the time such agreement either terminates or results in a Change of Control; and (iii) no determination that Grantee has engaged in Detrimental Conduct may be made after the occurrence of a Change of Control (as defined in Section 12)Control.

Appears in 1 contract

Samples: Award Agreement (PNC Financial Services Group, Inc.)

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