The PNC Financial Services Group Inc. Watch

from 10-Q 11 pages Material contract

from 10-Q 25 pages -2- B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Approximately Equal Portions That Will Satisfy the Service-Based Vesting Requirements Ratably Over Three Years (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates”, as Follows:  the Service-Based Vesting Requirement for the First Tranche Will Be Satisfied on the 1st Anniversary of the Grant Date,  the Service-Based Vesting Requirement for the Second Tranche Will Be Satisfied on the 2nd Anniversary of the Grant Date, and  the Service-Based Vesting Requirement for the Third Tranche Will Be Satisfied on the 3rd Anniversary of the Grant Date; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below). Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting Date Upon Satisfaction of the Risk Performance Metric Applicable to That Tranche, as Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to Scheduled Vesting Dates on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause (As Determined by a PNC Designated Person), Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest

from 10-Q 24 pages -2- B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Approximately Equal Portions That Will Satisfy the Service-Based Vesting Requirements Ratably Over Three Years (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates”, as Follows:  the Service-Based Vesting Requirement for the First Tranche Will Be Satisfied on the 1st Anniversary of the Grant Date,  the Service-Based Vesting Requirement for the Second Tranche Will Be Satisfied on the 2nd Anniversary of the Grant Date, and  the Service-Based Vesting Requirement for the Third Tranche Will Be Satisfied on the 3rd Anniversary of the Grant Date; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below). Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting Date Upon Satisfaction of the Risk Performance Metric Applicable to That Tranche, as Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to Scheduled Vesting Date(s) on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause, Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest and Become Payable Until the Scheduled Vesting Date(s), Subject to Satisfaction of the Risk

from 10-Q 31 pages -2- Award Acceptance; Award Effective Date You Must Accept This Award by Delivering an Executed Unaltered Copy of This Agreement to the Corporation Within 30 Days of Your Receipt of This Agreement. Upon Such Execution and Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements Except as Otherwise Provided in This Agreement, You Must Remain Continuously Employed Through and Including the Committee-Determined Final Award Date (As Defined in Appendix B) or Such Earlier Date as Prescribed by Section B.2 Below. Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, the Award Will Vest and Become Payable on the Applicable Final Award Date Upon the Achievement of the Performance Goals Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to the Final Award Date on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause, Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest and Become Payable Until the Final Award Date, Subject to Satisfaction of the Performance-Based Vesting Requirements and Your Continued Compliance With the Terms and Conditions of This Agreement. Disability Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated by PNC Due to Your Disability, and Not for Cause, Then the Service-Based Vesting

from 10-Q 28 pages -2- Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Portions That Will Become Eligible to Vest Beginning on the 3rd Anniversary of the Grant Date (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates,” as Follows:  on the 3rd Anniversary of the Grant Date, the First Tranche Equal to 25% of the Total Number of Rsus Will Become Eligible to Vest;  on the 4th Anniversary of the Grant Date, the Second Tranche Equal to 25% of the Total Number of Rsus Will Become Eligible to Vest; and  on the 5th Anniversary of the Grant Date, the Third Tranche Equal to the Remaining Number of Rsus Will Become Eligible to Vest; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below) and in Compliance With the Terms and Conditions of This Agreement. Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting

from 10-Q 25 pages -2- B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Approximately Equal Portions That Will Satisfy the Service-Based Vesting Requirements Ratably Over Three Years (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates”, as Follows:  the Service-Based Vesting Requirement for the First Tranche Will Be Satisfied on the 1st Anniversary of the Grant Date,  the Service-Based Vesting Requirement for the Second Tranche Will Be Satisfied on the 2nd Anniversary of the Grant Date, and  the Service-Based Vesting Requirement for the Third Tranche Will Be Satisfied on the 3rd Anniversary of the Grant Date; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below). Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting Date Upon Satisfaction of the Risk Performance Metric Applicable to That Tranche, as Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to Scheduled Vesting Dates on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause (As Determined by a PNC Designated Person), Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest

from 10-Q 24 pages -2- B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Approximately Equal Portions That Will Satisfy the Service-Based Vesting Requirements Ratably Over Three Years (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates”, as Follows:  the Service-Based Vesting Requirement for the First Tranche Will Be Satisfied on the 1st Anniversary of the Grant Date,  the Service-Based Vesting Requirement for the Second Tranche Will Be Satisfied on the 2nd Anniversary of the Grant Date, and  the Service-Based Vesting Requirement for the Third Tranche Will Be Satisfied on the 3rd Anniversary of the Grant Date; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below). Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting Date Upon Satisfaction of the Risk Performance Metric Applicable to That Tranche, as Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to Scheduled Vesting Date(s) on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause, Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest and Become Payable Until the Scheduled Vesting Date(s), Subject to Satisfaction of the Risk

from 10-Q 31 pages -2- Award Acceptance; Award Effective Date You Must Accept This Award by Delivering an Executed Unaltered Copy of This Agreement to the Corporation Within 30 Days of Your Receipt of This Agreement. Upon Such Execution and Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements Except as Otherwise Provided in This Agreement, You Must Remain Continuously Employed Through and Including the Committee-Determined Final Award Date (As Defined in Appendix B) or Such Earlier Date as Prescribed by Section B.2 Below. Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, the Award Will Vest and Become Payable on the Applicable Final Award Date Upon the Achievement of the Performance Goals Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to the Final Award Date on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause, Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest and Become Payable Until the Final Award Date, Subject to Satisfaction of the Performance-Based Vesting Requirements and Your Continued Compliance With the Terms and Conditions of This Agreement. Disability Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated by PNC Due to Your Disability, and Not for Cause, Then the Service-Based Vesting

from 10-Q 28 pages -2- Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Portions That Will Become Eligible to Vest Beginning on the 3rd Anniversary of the Grant Date (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates,” as Follows:  on the 3rd Anniversary of the Grant Date, the First Tranche Equal to 25% of the Total Number of Rsus Will Become Eligible to Vest;  on the 4th Anniversary of the Grant Date, the Second Tranche Equal to 25% of the Total Number of Rsus Will Become Eligible to Vest; and  on the 5th Anniversary of the Grant Date, the Third Tranche Equal to the Remaining Number of Rsus Will Become Eligible to Vest; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below) and in Compliance With the Terms and Conditions of This Agreement. Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting

from 10-K 16 pages Material contract

from 10-Q 30 pages The PNC Financial Services Group, Inc. 2016 Incentive Award Plan * * * Performance Restricted Share Units Award Agreement This Agreement, Which Includes the Attached Appendices (This “Agreement”) Sets Forth the Terms and Conditions of Your Performance Restricted Share Unit Award Made Pursuant to the PNC Financial Services Group, Inc. 2016 Incentive Award Plan and Any Sub-Plans Thereto. Appendix a to This Agreement Sets Forth Additional Terms and Conditions of the Award, Including Restrictive Covenant Provisions. Appendix B to This Agreement Sets Forth Certain Definitions Applicable to This Agreement Generally. Appendix C to This Agreement Sets Forth the Performance-Based Vesting Conditions Applicable to the Award and Certain Related Definitions. Capitalized Terms Not Otherwise Defined in the Body of This Agreement Have the Meaning Ascribed to Such Terms in the Plan or Appendices A, B or C. the Corporation and the Grantee Named Below (Referenced in This Agreement as “You” or “Your”) Agree as Follows: Subject to Your Timely Acceptance of This Agreement (As Described in Section a Below), the Corporation Grants to You the Award Set Forth Below, Subject to the Terms and Conditions of the Plan and This Agreement. A. Grant and Acceptance of Prsus Grantee #Participantname# Grant Date June 13, 2022 Award Performance Restricted Share Units (“Prsus”), Each Representing a Right to Receive One Share, and Related Dividend Equivalents, Payable in Cash. Target #Quantitygranted# Prsus and Related Dividend Equivalents Performance Period June 13, 2022- June 13, 2027 (Other Than Limited Exceptions in the Event of Death or a Change of Control, as Described in Appendix C). Ex 10.37

from 10-Q 25 pages -1- The PNC Financial Services Group, Inc. 2016 Incentive Award Plan * * * Restricted Share Units Award Agreement This Agreement Sets Forth the Terms and Conditions of Your Restricted Share Unit Award Made Pursuant to the PNC Financial Services Group, Inc. 2016 Incentive Award Plan and Any Sub-Plans Thereto (This “Agreement”). Appendix a to This Agreement Sets Forth Additional Terms and Conditions of the Award, Including Restrictive Covenant Provisions. Appendix B to This Agreement Sets Forth Certain Definitions Applicable to This Agreement Generally. Appendix C to This Agreement Sets Forth the Risk Performance-Based Vesting Conditions Applicable to the Award and Certain Related Definitions. Capitalized Terms Not Otherwise Defined in the Body of This Agreement Have the Meaning Ascribed to Such Terms in the Plan or Appendices A, B or C. the Corporation and the Grantee Named Below (Referenced in This Agreement as “You” or “Your”) Agree as Follows: Subject to Your Timely Acceptance of This Agreement (As Described in Section a Below), the Corporation Grants to You the Award Set Forth Below, Subject to the Terms and Conditions of the Plan and This Agreement. A. Grant and Acceptance of Rsus Grantee #Participantname# Grant Date #Grantdate# Award #Quantitygranted# Restricted Share Units (“Rsus”), Each Representing a Right to Receive One Share, and Related Dividend Equivalents Award, Payable in Cash. Award Program Senior Leader Program Award Acceptance; Award Effective Date You Must Accept This Award by Delivering an Executed Unaltered Copy of This Agreement to the Corporation Within 30 Days of Your Receipt of This Agreement. Upon Such Execution and Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. Ex 10.36

from 10-Q 24 pages -1- The PNC Financial Services Group, Inc. 2016 Incentive Award Plan * * * Restricted Share Units Award Agreement This Agreement Sets Forth the Terms and Conditions of Your Restricted Share Unit Award Made Pursuant to the PNC Financial Services Group, Inc. 2016 Incentive Award Plan and Any Sub-Plans Thereto (This “Agreement”). Appendix a to This Agreement Sets Forth Additional Terms and Conditions of the Award, Including Restrictive Covenant Provisions. Appendix B to This Agreement Sets Forth Certain Definitions Applicable to This Agreement Generally. Appendix C to This Agreement Sets Forth the Risk Performance-Based Vesting Conditions Applicable to the Award and Certain Related Definitions. Capitalized Terms Not Otherwise Defined in the Body of This Agreement Have the Meaning Ascribed to Such Terms in the Plan or Appendices A, B or C. the Corporation and the Grantee Named Below (Referenced in This Agreement as “You” or “Your”) Agree as Follows: Subject to Your Timely Acceptance of This Agreement (As Described in Section a Below), the Corporation Grants to You the Award Set Forth Below, Subject to the Terms and Conditions of the Plan and This Agreement. A. Grant and Acceptance of Rsus Grantee #Participantname# Grant Date #Grantdate# Award #Quantitygranted# Restricted Share Units (“Rsus”), Each Representing a Right to Receive One Share, and Related Dividend Equivalents Award, Payable in Cash. Award Acceptance; Award Effective Date You Must Accept This Award by Delivering an Executed Unaltered Copy of This Agreement to the Corporation Within 30 Days of Your Receipt of This Agreement. Upon Such Execution and Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. Ex 10.35

from 10-Q 31 pages The PNC Financial Services Group, Inc. 2016 Incentive Award Plan * * * Performance Share Units Award Agreement This Agreement, Which Includes the Attached Appendices (This “Agreement”) Sets Forth the Terms and Conditions of Your Performance Share Unit Award Made Pursuant to the PNC Financial Services Group, Inc. 2016 Incentive Award Plan and Any Sub-Plans Thereto. Appendix a to This Agreement Sets Forth Additional Terms and Conditions of the Award, Including Restrictive Covenant Provisions. Appendix B to This Agreement Sets Forth Certain Definitions Applicable to This Agreement Generally. Appendix C to This Agreement Sets Forth the Performance-Based Vesting Conditions Applicable to the Award and Certain Related Definitions. Capitalized Terms Not Otherwise Defined in the Body of This Agreement Have the Meaning Ascribed to Such Terms in the Plan or Appendices A, B or C. the Corporation and the Grantee Named Below (Referenced in This Agreement as “You” or “Your”) Agree as Follows: Subject to Your Timely Acceptance of This Agreement (As Described in Section a Below), the Corporation Grants to You the Award Set Forth Below, Subject to the Terms and Conditions of the Plan and This Agreement. A. Grant and Acceptance of Psus Grantee #Participantname# Grant Date #Grantdate# Award Performance Share Units (“Psus”), Each Representing a Right to Receive One Share, and Related Dividend Equivalents, Payable in Cash. Target #Quantitygranted# Psus and Related Dividend Equivalents Performance Period January 1, 2022- December 31, 2024 (Other Than Limited Exceptions in the Event of Death or a Change of Control, as Described in Appendix C). Ex 10.34

from 10-Q 9 pages Material contract

from 10-K 31 pages -2- Award Acceptance; Award Effective Date You Must Accept This Award by Delivering an Executed Unaltered Copy of This Agreement to the Corporation Within 30 Days of Your Receipt of This Agreement. Upon Such Execution and Delivery of This Agreement by Both You and the Corporation, This Agreement Is Effective as of the Grant Date (The “Award Effective Date”). if You Do Not Properly Accept This Award, the Corporation May, in Its Sole Discretion, Cancel the Award at Any Time Thereafter. B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements Except as Otherwise Provided in This Agreement, You Must Remain Continuously Employed Through and Including the Committee-Determined Final Award Date (As Defined in Appendix B) or Such Earlier Date as Prescribed by Section B.2 Below. Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, the Award Will Vest and Become Payable on the Applicable Final Award Date Upon the Achievement of the Performance Goals Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to the Final Award Date on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause, Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest and Become Payable Until the Final Award Date, Subject to Satisfaction of the Performance-Based Vesting Requirements and Your Continued Compliance With the Terms and Conditions of This Agreement. Disability Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated by PNC Due to Your Disability, and Not for Cause, Then the Service-Based Vesting

from 10-K 4 pages Material contract

from 10-K 3 pages Material contract

from 10-Q 4 pages Material contract

from 10-Q 25 pages -2- B. Vesting Requirements B.1 an Award Becomes Vested Only Upon Satisfaction of Both the Service-Based Vesting Requirements and the Risk Performance-Based Vesting Requirements Set Forth Below. Service-Based Vesting Requirements the Award Is Divided Into Three Approximately Equal Portions That Will Satisfy the Service-Based Vesting Requirements Ratably Over Three Years (Each Portion, a “Tranche”) on Three “Scheduled Vesting Dates”, as Follows: • the Service-Based Vesting Requirement for the First Tranche Will Be Satisfied on the 1st Anniversary of the Grant Date, • the Service-Based Vesting Requirement for the Second Tranche Will Be Satisfied on the 2nd Anniversary of the Grant Date, and • the Service-Based Vesting Requirement for the Third Tranche Will Be Satisfied on the 3rd Anniversary of the Grant Date; in Each Case, Provided You Remain Continuously Employed by PNC Through and Including the Applicable Scheduled Vesting Date (Or Such Earlier Date as Prescribed by Section B.2 Below). Risk Performance- Based Vesting Requirements Provided the Service-Based Vesting Requirements Have Been Met, Each Tranche Will Vest on the Applicable Scheduled Vesting Date Upon Satisfaction of the Risk Performance Metric Applicable to That Tranche, as Set Forth in Appendix C to This Agreement. B.2 Effect of Termination of Employment Prior to Scheduled Vesting Dates on Vesting Requirements Retirement Notwithstanding Anything to the Contrary in This Agreement, if Your Employment With PNC Is Terminated Due to Your Retirement, and Not for Cause (As Determined by a PNC Designated Person), Then the Service-Based Vesting Requirements of the Award Will Be Satisfied as of Your Termination Date, but the Award Will Not Vest