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.
Sample 1Sample 2
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
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

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

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • 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:

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • 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:

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • 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:

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