Common use of Death While an Employee Clause in Contracts

Death While an Employee. If ▇▇▇▇▇▇▇ died while an employee of the Corporation and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the 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. In the event that ▇▇▇▇▇▇▇ died while an employee of the Corporation and qualified for consideration for an award pursuant to Section 4.2 but the Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs such that Grantee remains eligible for an award, then the scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control, and the amount of Grantee’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 10) will be determined on the following basis, as applicable. (1) If ▇▇▇▇▇▇▇ died in the calendar year prior to the year in which the Change of Control occurs but the Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs, ▇▇▇▇▇▇▇’s Final Award will be in the amount of the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(b) but with no Committee discretion to reduce the amount of the award. (2) If ▇▇▇▇▇▇▇ died prior to but in the same calendar year as the Change of Control, ▇▇▇▇▇▇▇’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), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not died but had been an employee of the Corporation as of the end of day immediately preceding the day the Change of Control occurred.

Death While an Employee. If ▇▇▇▇▇▇▇ died while an employee of the Corporation 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. In the event that ▇▇▇▇▇▇▇ died while an employee of the Corporation and qualified for consideration for an award pursuant to Section 4.2 but the Compensation Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs such that Grantee remains eligible for an award, then the scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control, and the amount of Grantee▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the CommitteePNC, in accordance with Section 109) will be determined on the following basis, as applicable. (1) If ▇▇▇▇▇▇▇ Grantee died in the calendar year prior to the year in which the Change of Control occurs but the Compensation Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs, ▇▇▇▇▇▇▇’s Final Award will be in the amount of the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(b) but with no Compensation Committee discretion to further reduce the amount of the award. (2) If ▇▇▇▇▇▇▇ died prior to but in the same calendar year as the Change of Control, ▇▇▇▇▇▇▇’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), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not died but had been an employee of the Corporation as of the end of day immediately preceding the day the Change of Control occurred.

Death While an Employee. If ▇▇▇▇▇▇▇ died while an employee of the Corporation and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the 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. In the event that ▇▇▇▇▇▇▇ died while an employee of the Corporation and qualified for consideration for an award pursuant to Section 4.2 but the Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs such that Grantee remains eligible for an award, then the scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control, and the amount of Grantee’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 109) will be determined on the following basis, as applicable. (1) If ▇▇▇▇▇▇▇ died in the calendar year prior to the year in which the Change of Control occurs but the Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs, ▇▇▇▇▇▇▇’s Final Award will be in the amount of the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(b) but with no Committee discretion to reduce the amount of the award. (2) If ▇▇▇▇▇▇▇ died prior to but in the same calendar year as the Change of Control, ▇▇▇▇▇▇▇’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), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not died but had been an employee of the Corporation as of the end of day immediately preceding the day the Change of Control occurred.

Death While an Employee. If ▇▇▇▇▇▇▇ died while an employee of the Corporation 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. In the event that ▇▇▇▇▇▇▇ died while an employee of the Corporation and qualified for consideration for an award pursuant to Section 4.2 but the Compensation Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs such that Grantee remains eligible for an award, then the scheduled award-determination period will occur as soon as practicable after the occurrence of the Change of Control, and the amount of Grantee▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the CommitteePNC, in accordance with Section 10) will be determined on the following basis, as applicable. (1) If ▇▇▇▇▇▇▇ Grantee died in the calendar year prior to the year in which the Change of Control occurs but the Compensation Committee had not yet made an award determination (either to award a specified amount or not to authorize any award) with respect to Grantee at the time the Change of Control occurs, ▇▇▇▇▇▇▇’s Final Award will be in the amount of the Calculated Maximum Potential Payout Amount determined in the same manner as set forth in Section 5.1(b) but with no Compensation Committee discretion to further reduce the amount of the award. (2) If ▇▇▇▇▇▇▇ died prior to but in the same calendar year as the Change of Control, ▇▇▇▇▇▇▇’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), but substituting a Part B Award of zero Share Units for any Part B Award amount calculated pursuant to that section, had Grantee not died but had been an employee of the Corporation as of the end of day immediately preceding the day the Change of Control occurred.