Common use of Non-Exceptional Circumstances – Standard Payout Calculation Clause in Contracts

Non-Exceptional Circumstances – Standard Payout Calculation. Provided that Grantee remains an employee of the Corporation and the Performance Units remain outstanding such that Grantee remains eligible for consideration for an award, and that a Change of Control has not occurred, the overall Performance Period will run from April 1, 2010 through December 31, 2012 and the process of certification of the levels of achievement of A&L Unit performance with respect to the Performance Criteria, the calculation of the Final Potential Payout Percentage and the Calculated Maximum Potential Payout Amount, and the determination of the Final Award, if any, will occur in early 2013. Under the circumstances set forth in this subsection (a) above (“non-exceptional circumstances”), PNC will present information to the Committee for purposes of this Section 5.1 on the following basis: (i) the applicable performance measurement date will be December 31, 2012; (ii) the applicable overall Performance Period will be the period beginning on April 1, 2010 and ending on December 31, 2012, and will consist of the partial year covered annual performance period from April 1, 2010 through December 31, 2010 and the full calendar year covered annual performance periods from January 1, 2011 through December 31, 2011 and from January 1, 2012 through December 31, 2012; (iii) the applicable Final Potential Payout Percentage will be the percentage that is the weighted average of the Annual Potential Payout Percentages for the partial year covered annual performance period for 2010 and the full calendar year covered annual performance periods for 2011 and 2012, calculated as set forth in Section 14.23, but in no event greater than 200%; (iv) the applicable Calculated Maximum Potential Payout Amount will be the number of Share Units equal to the applicable Final Potential Payout Percentage of the Target Share Units; and (v) the scheduled award determination period will occur in early 2013.

Non-Exceptional Circumstances – Standard Payout Calculation. Provided that Grantee remains an employee of the Corporation and the 2012 Incentive Performance Units remain outstanding such that Grantee remains eligible for consideration for an a full award, and that a Change of Control has not occurred, the overall Performance Period will run from April January 1, 2010 2012 through December 31, 2012 2014 and the process of certification of the levels of achievement of A&L Unit corporate performance with respect to the Corporate Performance Criteria, the calculation of the final Corporate Performance Factor, final Risk Performance Factor, and Final Potential Payout Percentage and Percentage, the calculation of the Calculated Maximum Potential Payout Amount, and the determination of the Final Award, if any, by the Compensation Committee will occur in early 20132015. Under the circumstances set forth in this subsection (a) above (“non-exceptional circumstances”), PNC will present information to the Compensation Committee for purposes of this Section 5.1 on the following basis: (i) the applicable performance measurement date will be December 31, 20122014; (ii) the applicable overall Performance Period will be the period beginning on April January 1, 2010 2012 and ending on December 31, 20122014, and will consist of the partial year covered annual performance period from April 1, 2010 through December 31, 2010 and the full calendar year covered annual performance periods from January 1, 2011 through December 31, 2011 and from January 1, 2012 through December 31, 2012, from January 1, 2013 through December 31, 2013, and from January 1, 2014 through December 31, 2014; (iii) the applicable Final Potential Payout Percentage will be the percentage that is equal to the weighted average of Risk Performance Factor applied to the Annual Potential Payout Percentages for the partial year covered annual performance period for 2010 and the full calendar year covered annual performance periods for 2011 and 2012Corporate Performance Factor, calculated as set forth in Section 14.2315.50 and Section 15.21, respectively, with respect to or for the three full calendar year covered annual performance measurement periods (2012, 2013 and 2014) in the overall Performance Period specified above but in no event resulting in a Risk Performance Factor of greater than 200100.00% or less than 0.00% or a Corporate Performance Factor of greater than 200.00%; (iv) the applicable Calculated Maximum Potential Payout Amount will be the number of Share Units equal to the applicable Final Potential Payout Percentage of the Adjusted Target Share Units, with dividend adjustments to the Target Share Units calculated through December 31, 2014; and (v) the scheduled award award-determination period will occur in early 20132015.

Non-Exceptional Circumstances – Standard Payout Calculation. Provided that Grantee remains an employee of the Corporation and the 2012 Performance Units remain outstanding such that Grantee remains eligible for consideration for an award, and that a Change of Control has not occurred, the overall Performance Period will run from April January 1, 2010 2012 through December 31, 2012 2014 and the process of certification of the levels of achievement of A&L Unit performance with respect to the corporate Performance Criteria, the calculation of the Final Potential Payout Percentage and (the final Corporate Performance Factor), the calculation of the Calculated Maximum Potential Payout Amount, and the determination of the Final Award, if any, by the Compensation Committee will occur in early 20132015. Under the circumstances set forth in this subsection (a) above (“non-exceptional circumstances”), PNC will present information to the Compensation Committee for purposes of this Section 5.1 on the following basis: (i) the applicable performance measurement date will be December 31, 20122014; (ii) the applicable overall Performance Period will be the period beginning on April January 1, 2010 2012 and ending on December 31, 20122014, and will consist of the partial year covered annual performance period from April 1, 2010 through December 31, 2010 and the full calendar year covered annual performance periods from January 1, 2011 through December 31, 2011 and from January 1, 2012 through December 31, 2012, from January 1, 2013 through December 31, 2013, and from January 1, 2014 through December 31, 2014; (iii) the applicable Final Potential Payout Percentage (Corporate Performance Factor) will be the percentage that is the weighted average of the Annual Potential Payout Percentages for the partial year covered annual performance period for 2010 and the full calendar year covered annual performance periods for 2011 2012, 2013 and 20122014, calculated as set forth in Section 14.2314.20, but in no event resulting in a Corporate Performance Factor of greater than 200200.00%; (iv) the applicable Calculated Maximum Potential Payout Amount will be the number of Share Units equal to the applicable Final Potential Payout Percentage (Corporate Performance Factor) of the Target Share Units; and (v) the scheduled award determination period will occur in early 20132015.