Common use of Negative Discretion Clause in Contracts

Negative Discretion. The Committee may exercise negative discretion with respect to the Award and may determine, in light of PNC or individual performance or other factors as the Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee will not award you the full maximum Payout Share Units eligible for authorization. • The Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. • The Committee will have no discretion to reduce the maximum Payout Share Units following a Change of Control or during a Change of Control Coverage Period. • In the event (a) your termination of employment with PNC is an Anticipatory Termination, (b) a Change of Control is pending, and (c) the Committee-determined Final Award Date occurs prior to the Change of Control, the Committee will have no discretion to reduce your calculated maximum Payout Share Units under these circumstances.