Common use of Qualifying Disability Clause in Contracts

Qualifying Disability. Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is terminated by reason of Disability prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying Disability set forth in Section 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible to receive an award as a Qualifying Disability Grantee and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 10.

Qualifying Disability. Except as set forth in the following paragraph, in In the event that Grantee became Disabled and Xxxxxxx’s employment with the Corporation is terminated by reason of Disability prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying qualifying Disability termination set forth in Section 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx Grantee remains eligible for an award, XxxxxxxGrantee’s Final Award will be in the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible qualified to receive an award as a Qualifying Disability Grantee and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award will be the amount of the award that would have been (payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 10) will be an award determined in accordance with Section 6.1(b) as if Xxxxxxx had died while an employee of the Corporation and prior to the Change of Control.

Qualifying Disability. Except as set forth in the following paragraph, in the event that Xxxxxxx’s employment with the Corporation is terminated by reason of Disability prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying Disability set forth in Section 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible to receive an award as a Qualifying Disability Grantee and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 109.

Qualifying Disability. Except as set forth in the following paragraph, in the event that If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 14.24) prior to the day Compensation Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the 2012 Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the 2012 Performance Units at any time prior to the Award Date, other than during a Change of Control occurs but Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has met the conditions for a Qualifying Disability set forth engaged in Detrimental Conduct (as defined in Section 4.4 and 14.23). Provided that the 2012 Incentive Performance Units have not been terminated by PNC prior to the Award Date for Detrimental Conduce and are still outstanding at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the time that such an award, if any, would have been considered had Grantee remained a Corporation employee, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation Committee in the exercise of its negative discretion unless such determination occurs during a Change of Control pursuant to Section 4.4 Coverage Period or a Change of Control has occurred. If Grantee dies after a Qualifying Disability but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding as at the time of the end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s Final Award will be death, the amount of the Compensation Committee may consider an award that would have been payable for Grantee and make an award determination with respect to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible to receive an award as a Qualifying Disability Grantee and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different ). Any such award determination will be made pursuant to this calculated in accordance with Section 6.1. If no such Final Award determination was made prior to 5.1(d); provided, however, that the Change of Control, Xxxxxxx’s Final Award will maximum award that may be the amount of approved in these circumstances is the award that would could have been payable to authorized had Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award Any such award determination will be made, and such award, if any, will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 107, during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 7.

Qualifying Disability. Except as set forth in the following paragraph, in the event that If Xxxxxxx’s employment with the Corporation is terminated by reason of Disability (as defined in Section 15.26) prior to the day Committee-determined Award Date and the termination of employment is not also a termination by the Corporation for Cause, the 2012 Incentive Performance Units will remain outstanding post-employment; provided, however, that PNC may terminate the Incentive Performance Units at any time prior to the Award Date, other than during a Change of Control occurs but Coverage Period or after the occurrence of a Change of Control, upon determination that Grantee has met the conditions for a Qualifying Disability set forth engaged in Detrimental Conduct (as defined in Section 4.4 and 15.25). Provided that the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 Award Date for Detrimental Conduct and are still outstanding as at that time, Grantee will be eligible for Compensation Committee consideration of a full award at the end time that awards are considered for those 2012 Incentive Performance Units grantees who remain Corporation employees, calculated in accordance with Section 5.1(d) and payable in accordance with Section 7. Any such award will be subject to Compensation Committee determination pursuant to Section 5.2, and may be further reduced or eliminated by the Compensation Committee in the exercise of the day immediately preceding the day on which the its negative discretion unless such determination occurs during a Change of Control occurs such that Xxxxxxx remains eligible for an award, Xxxxxxx’s Final Award will be the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the Part A Award amount and any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Coverage Period or a Change of Control has occurred. The scheduled award-determination period will occur as soon as practicable If Grantee dies after the occurrence of the Change of Control. If Xxxxxxx died while eligible to receive an award as a Qualifying Disability but before the time set forth above for consideration of an award and provided that the 2012 Performance Units have not been terminated for Detrimental Conduct and are still outstanding at the time of Xxxxxxx’s death, the Compensation Committee may consider an award for Grantee and a Final Award make an award determination with respect to Grantee (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different ). Any such award determination will be made pursuant to this calculated in accordance with Section 6.1. If no such Final Award determination was made prior to 5.1(d); provided, however, that the Change of Control, Xxxxxxx’s Final Award will maximum award that may be the amount of approved in these circumstances is the award that would could have been payable to authorized had Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award Any such award determination will be made, and such award, if any, will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNC, in accordance with Section 107, during the calendar year immediately following the year in which Xxxxxxx’s death occurs, if the death occurs on or prior to December 31, 2014, or in 2015 if the death occurs in 2015 but prior to the Award Date. In the event that a Change of Control occurs prior to the time the Compensation Committee makes an award determination with respect to Grantee (either to award a specified amount or not to authorize an award), an award will be deemed to be made pursuant to Section 6, calculated as specified in Section 6.1(d) and payable in accordance with Section 7.

Qualifying Disability. Except as set forth in the following paragraph, in In the event that Grantee became Disabled and Xxxxxxx’s employment with the Corporation is terminated by reason of Disability prior to the day the Change of Control occurs but Grantee has met the conditions for a Qualifying qualifying Disability termination set forth in Section 4.4 and the 2012 Incentive Performance Units have not been terminated by PNC prior to the Change of Control pursuant to Section 4.4 for Detrimental Conduct and are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs such that Xxxxxxx Grantee remains eligible for an award, XxxxxxxGrantee’s Final Award will be in the amount of the award that would have been payable to Grantee pursuant to the calculations set forth in Section 6.1(a), including both the but substituting a Part A B Award amount and of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee still been an employee of the Corporation as of the end of the day immediately preceding the day the Change of Control occurred. The scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control. If Xxxxxxx died while eligible qualified to receive an award as a Qualifying Disability Grantee and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Compensation Committee pursuant to Section 5.2 prior to the Change of Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change of Control, Xxxxxxx’s Final Award will be the amount of the award that would have been (payable to Grantee pursuant to the calculations set forth in Section 6.1(b) had Xxxxxxx died at the same time but while an employee of the Corporation. Xxxxxxx’s Final Award will be paid to Xxxxxxx’s legal representative, as determined in good faith by PNCthe Committee, in accordance with Section 109) will be an award determined in accordance with Section 6.1(b) as if Xxxxxxx had died while an employee of the Corporation and prior to the Change of Control.