ex1035-2022formofrestric






-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 





 






  -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  EX 10.35 





 






  -3-    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  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  performance-based vesting requirements and your  continued compliance with the terms and  conditions of this Agreement.     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, but prior to a Change of  Control or any Scheduled Vesting Date(s), then the  service-based requirements of the Award will be  satisfied as of your date of death, and the risk  performance-based vesting requirements will be  satisfied as further described in Appendix C.     ANTICIPATORY  TERMINATION    Notwithstanding anything to the contrary in this  Agreement, if your termination of employment  with PNC is an Anticipatory Termination, then the  service-based vesting requirements of the Award  will be satisfied as of the Termination Date, but the  Award will not vest and become payable until the  Scheduled Vesting Date(s), subject to satisfaction  of the risk performance-based vesting requirements  and your continued compliance with the terms of  this Agreement.     TERMINATION  FOLLOWING A  CHANGE OF  CONTROL  Notwithstanding anything to the contrary in this  Agreement, if you have been continuously  employed by PNC, including any successor entity,  through the date of a Change of Control, and your  employment with PNC is terminated following  such Change of Control but prior to a Scheduled  Vesting Date(s), either (a) by PNC other than for  Misconduct or (b) by you for Good Reason (a  EX 10.35 





 






  -4-    “Qualifying Termination”), then the service-based  requirements of the Award will be satisfied as of  your Termination Date, and the risk performance- based vesting requirements will be satisfied with  respect to any outstanding Tranches as described in  Appendix C.    For the avoidance of doubt, upon the occurrence of  a Change of Control, the Award will not become  vested until the service-based vesting requirements  are satisfied, either on the Scheduled Vesting Dates  as set forth in Section B.1. or as a result of your  Retirement, your termination of employment by  reason of death, Disability or an Anticipatory  Termination or the occurrence of a Qualifying  Termination.    C. FORFEITURE  C.1 FORFEITURE  UPON FAILURE TO  MEET VESTING  REQUIREMENTS  Except as otherwise provided in Section B.2 above,  if you cease to be an employee of PNC prior to an  applicable Scheduled Vesting Date and the  satisfaction of the risk performance-based vesting  requirements, you will not have satisfied the  vesting requirements and the outstanding portion of  the Award will be automatically forfeited and  cancelled as of your Termination Date.      C.2 FORFEITURE IN  CONNECTION  WITH  DETRIMENTAL  CONDUCT   At any time prior to a Scheduled Vesting Date, to  the extent that PNC (acting through a PNC  Designated Person) determines in its sole discretion  (a) that you have engaged in Detrimental Conduct  and (b) to forfeit and cancel all or a specified  portion of the outstanding Award as a result of such  determination, then such portion will be forfeited  and cancelled effective as of the date of such  determination.      Upon such determination, neither you nor your  successors, heirs, assigns or legal representatives  will have any further rights or interest in the Award  under this Agreement.             EX 10.35 





 






  -5-    D. DIVIDEND EQUIVALENTS  D.1 GENERALLY As of the Award Effective Date, you will be  entitled to earn accrued cash Dividend Equivalents  on the final number of vested RSUs for each  Tranche, in an amount equal to the cash dividends  that would have been paid (without interest or  reinvestment) between the Grant Date and the  Scheduled Vesting Date for that Tranche (or such  earlier date in the event of your death or a Change  of Control), as though you were the record holder  of such RSUs, and such RSUs had been issued and  outstanding shares on the Grant Date through the  Scheduled Vesting Date for that Tranche (or such  earlier date in the event of your death or a Change  of Control).     D.2 ACCRUED  DIVIDEND  EQUIVALENT  PAYMENTS  (a) Generally.  Accrued Dividend Equivalents will  vest and be paid out in cash, less the payment of  any applicable withholding taxes pursuant to  Section 6 of Appendix A, if and when the  applicable Tranche vests and pays out (at which  point such Dividend Equivalents will terminate).   Dividend Equivalents are subject to the same  vesting requirements and payout size adjustments  as the Tranche to which they relate.  If the RSUs to  which such Dividend Equivalents relate are  forfeited and cancelled, such related Dividend  Equivalents will also be forfeited and cancelled  without payment of any consideration by PNC.      (b) Payment Upon a Change of Control.  Accrual of  Dividend Equivalents will cease as of the Change  of Control.  Upon a Change of Control, Dividend  Equivalents accrued (without reinvestment or  interest) between the Grant Date and the Change of  Control will vest and be paid out in cash, less the  payment of any applicable withholding taxes  pursuant to Section 6 of Appendix A, if and when  the applicable Tranche vests and pays out, as if you  were the record holder of the number of Shares  equal to the number of vested RSUs underlying  such Tranche from the Grant Date through the date  of the Change of Control.        EX 10.35 





 






  -6-    E. PAYMENT OF THE AWARD  E.1 PAYMENT TIMING Except as otherwise provided below, vested RSUs  that remain outstanding will be settled as soon as  practicable following (i) the applicable Scheduled  Vesting Date (but no later than March 15th  following the year the applicable Scheduled  Vesting Date occurs), or (ii) your date of death, if  your date of death is prior to the last Scheduled  Vesting Date (but no later than December 31st of  the year following the year of your death).    E.2 FORM OF  PAYMENT;  AMOUNT  (a) Payment Generally.      Except as provided in subsection (b) below, vested  RSUs will be settled at the time set forth in this  Section E.1 by delivery to you of that number of  whole Shares equal to the number of RSUs less the  payment of any applicable withholding taxes  pursuant to Section 6 of Appendix A.      (b) Payment On or After a Change of Control.    Upon vesting on or after a Change of Control,  vested RSUs will be settled at the time set forth in  Section E.1 by payment to you of cash in an  amount equal to that number of whole Shares equal  to the number of vested RSUs, multiplied by the  then current Fair Market Value of a share of  Common Stock on the date of the Change of  Control (subject to any applicable adjustment  pursuant to Section 2 of Appendix A), less the  payment of any applicable withholding taxes  pursuant to Section 6 of Appendix A.  Related  accrued Dividend Equivalent payments will be paid  to you in cash as described in Section D.2(b).      No interest will be paid with respect to any such  payments made pursuant to this Section E.    F.  RESTRICTIVE  COVENANTS  Upon your acceptance of this Award, you shall  become subject to the restrictive covenant  provisions set forth in Section 1 of Appendix A.    G. CLAWBACK The Award, and any right to receive and retain any  Shares (if applicable), cash or other value pursuant  to the Award, is subject to rescission, cancellation  or recoupment, in whole or in part, if and to the  EX 10.35 





 






  -7-    extent so provided under the Corporation’s  Incentive Compensation Adjustment and Clawback  Policy, as in effect from time to time with respect  to the Award, or any other applicable clawback,  adjustment or similar policy in effect on or  established after the Grant Date and to any  clawback or recoupment that may be required by  applicable law or regulation.      By accepting this Award, you agree that you are  obligated to provide all assistance necessary to the  Corporation to recover or recoup the Shares, cash  or other value pursuant to the Award which are  subject to recovery or recoupment pursuant to  applicable law, government regulation, stock  exchange listing requirement or PNC policy.  Such  assistance shall include completing any  documentation necessary to recover or recoup the  Shares, cash or other value pursuant to the Award  from any accounts you maintain with PNC or any  pending or future compensation.    A copy of the Incentive Compensation Adjustment  and Clawback Policy is included in the materials  distributed to you with this Agreement.    EX 10.35 





 






  --1--       THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    RESTRICTED SHARE UNITS AWARD AGREEMENT    APPENDIX A    ADDITIONAL PROVISIONS    1. Restrictive Covenants.  You and PNC acknowledge and agree that you  have received adequate consideration with respect to enforcement of the provisions of  this Section 1 by virtue of accepting this Award (regardless of whether the Award or any  portion thereof is ultimately settled and paid to you); that such provisions are reasonable  and properly required for the adequate protection of the business of PNC and its  subsidiaries; and that enforcement of such provisions will not prevent you from earning a  living.    (a) Non-Solicitation; No-Hire.  You agree to comply with the provisions of  this Section 1(a) during the period of your employment with PNC and the 12-month  period following your Termination Date, regardless of the reason for such termination of  employment, as follows:    i. Non-Solicitation.  You will not, directly or indirectly, either for your own  benefit or purpose or for the benefit or purpose of any Person other than PNC,  solicit, call on, do business with, or actively interfere with PNC’s relationship  with, or attempt to divert or entice away, any Person that you should reasonably  know (A) is a customer of PNC for which PNC provides any services as of your  Termination Date, or (B) was a customer of PNC for which PNC provided any  services at any time during the 12 months preceding your Termination Date, or  (C) was, as of your Termination Date, considering retention of PNC to provide  any services.    ii. No-Hire.  You will not, directly or indirectly, either for your own benefit  or purpose or for the benefit or purpose of any Person other than PNC, employ or  offer to employ, call on, or actively interfere with PNC’s relationship with, or  attempt to divert or entice away, any employee of PNC. You also will not assist  any other Person in such activities.    Notwithstanding Section 1(a)(i) and Section 1(a)(ii) above, if your  termination of employment with PNC is an Anticipatory Termination, then  commencing immediately after your Termination Date, the provisions of Section  1(a)(i) and Section 1(a)(ii) will no longer apply and will be replaced with the  following provision:     “No-Hire.  You agree that you will not, for a period of one year  EX 10.35 





 






  -- 2 --  after your Termination Date, employ or offer to employ, solicit, actively  interfere with PNC’s or any PNC affiliate’s relationship with, or attempt to  divert or entice away, any officer of PNC or any affiliate of PNC.”    (b) Confidentiality.  During your employment with PNC and thereafter  regardless of the reason for termination of such employment, you will not disclose or use  in any way any confidential business or technical information or trade secret acquired in  the course of such employment, all of which is the exclusive and valuable property of  PNC whether or not conceived of or prepared by you, other than (i) information generally  known in PNC’s industry or acquired from public sources, (ii) as required in the course of  employment by PNC, (iii) as required by any court, supervisory authority, administrative  agency or applicable law, or (iv) with the prior written consent of PNC.  Nothing in this  Agreement, including this Section 1(b), is intended to limit you from reporting possible  violations of law or regulation to any governmental entity or any self-regulatory  organization or making other disclosures that are protected under the whistleblower  provisions of federal, state or local law or regulation.  You further understand and agree  that you are not required to contact or receive consent from PNC before engaging in such  communications with any such authorities.    (c) Ownership of Inventions.  You will promptly and fully disclose to PNC  any and all inventions, discoveries, improvements, ideas or other works of inventorship  or authorship, whether or not patentable, that have been or will be conceived and/or  reduced to practice by you during the term of your employment with PNC, whether alone  or with others, and that are (i) related directly or indirectly to the business or activities of  PNC or (ii) developed with the use of any time, material, facilities or other resources of  PNC (“Developments”).  You agree to assign and hereby do assign to PNC or its  designee all of your right, title and interest, including copyrights and patent rights, in and  to all Developments.  You will perform all actions and execute all instruments that PNC  or any subsidiary will deem necessary to protect or record PNC’s or its designee’s  interests in the Developments.  The obligations of this Section 1(c) will be performed by  you without further compensation and will continue beyond your Termination Date.    (d) Enforcement Provisions.  You understand and agree to the following  provisions regarding enforcement of Section 1 of this Agreement:    i. Equitable Remedies.  A breach of the provisions of Sections 1(a) – 1(c)  will cause PNC irreparable harm, and PNC will therefore be entitled to seek  issuance of immediate, as well as permanent, injunctive relief restraining you, and  each and every person and entity acting in concert or participating with you, from  initiation and/or continuation of such breach.    ii. Tolling Period.  If it becomes necessary or desirable for PNC to seek  compliance with the provisions of Section 1(a) by legal proceedings, the period  during which you will comply with said provisions will extend for a period of 12  months from the date PNC institutes legal proceedings for injunctive or other  relief.    EX 10.35 





 






  -- 3 --  iii. Reform.  If any of Sections 1(a) – 1(c) are determined by a court of  competent jurisdiction to be unenforceable because unreasonable either as to  length of time or area to which the restriction applies, it is the intent of both  parties that the court reduce and reform the restriction so as to apply the greatest  limitations considered enforceable by the court.    iv. Waiver of Jury Trial.  Each of you and PNC hereby waives any right to  trial by jury with regard to any suit, action or proceeding under or in connection  with any of Sections 1(a) – 1(c).    v. Application of Defend Trade Secrets Act.  Regardless of any other  provision in this Agreement, you may be entitled to immunity and protection from  retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets  under certain limited circumstances, as set forth in PNC’s Defend Trade Secrets  Act policy.  The policy is available for viewing on PNC’s intranet under the  “PNC Ethics” page.    2. Capital Adjustments upon a Change of Control.  Upon the occurrence  of a Change of Control, (a) the number, class and kind of RSUs then outstanding under  the Award will automatically be adjusted to reflect the same changes as are made to  outstanding shares of Common Stock generally, (b) the value per share unit of any share- denominated award amount will be measured by reference to the per share value of the  consideration payable to a holder of Common Stock in connection with such Corporate  Transaction or Transactions if applicable, and (c) with respect to stock-payable RSUs  only, if the effect of the Corporate Transaction or Transactions on a holder of Common  Stock is to convert that shareholder’s holdings into consideration that does not consist  solely (other than as to a minimal amount) of shares of Common Stock, then the entire  value of any payment to be made to you will be made solely in cash at the applicable time  specified in this Agreement.    3. Fractional Shares.  No fractional Shares will be delivered to you.  If the  outstanding vested RSUs being settled in Shares include a fractional interest, such  fractional interest will be eliminated by rounding down to the nearest whole share unit.      4. No Rights as a Shareholder.  You will have no rights as a shareholder of  the Corporation by virtue of this Award unless and until Shares are issued and delivered  in settlement of the Award pursuant to and in accordance with this Agreement.    5. Transfer Restrictions.    (a) The Award may not be sold, assigned, transferred, exchanged, pledged, or  otherwise alienated or hypothecated.    (b) If you are deceased at the time any outstanding vested RSUs are settled  and paid out in accordance with the terms of this Agreement, such delivery of Shares,  cash payment or other payment (as applicable) shall be made to the executor or  administrator of your estate or to your other legal representative or, as permitted under  EX 10.35 





 






  -- 4 --  the election procedures of the Plan’s third-party administrator, to your designated  beneficiary, in each case, as determined in good faith by the Corporation.  Any delivery  of Shares, cash payment or other payment made in good faith by the Corporation to your  executor, other legal representative or permissible designated beneficiary, or retained by  the Corporation for taxes pursuant to Section 6 of this Appendix A, shall extinguish all  right to payment hereunder.     6. Withholding Taxes.       (a) You shall be solely responsible for any applicable taxes (including, without  limitation, income and excise taxes), penalties and interest that you incur in connection  hereunder.  The Corporation will, at the time any withholding tax obligation arises in  connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes  then required to be withheld by PNC in connection therewith from amounts then payable  hereunder to you.      (b) If any such withholding is required prior to the time amounts are payable to  you hereunder or if such amounts are not sufficient to satisfy such obligation in full, the  withholding will be taken from other compensation then payable to you or as otherwise  determined by PNC.    (c) The Corporation will withhold cash from any amounts then payable to you  hereunder that are settled in cash.  Unless the Committee or PNC Designated Person  determines otherwise, with respect to stock-payable RSUs only, the Corporation will retain  whole Shares from any amounts then payable to you hereunder (or pursuant to any other  RSUs previously awarded to you under the Plan) in the form of Shares.  For purposes of  this Section 6(c), Shares retained to satisfy applicable withholding tax requirements will  be valued at their Fair Market Value on the date the tax withholding obligation arises (as  such date is determined by the Corporation).     7. Employment.  Neither the granting of the Award nor any payment with  respect to such Award authorized hereunder nor any term or provision of this Agreement  shall constitute or be evidence of any understanding, expressed or implied, on the part of  PNC to employ you for any period or in any way alter your status as an employee at will.    8. Miscellaneous.    (a) Subject to the Plan and Interpretations.  In all respects the Award and this  Agreement are subject to the terms and conditions of the Plan, which has been made  available to you and is incorporated herein by reference.  The terms of the Plan will not  be considered an enlargement of any benefits under this Agreement.  If the Plan and this  Agreement conflict, the provisions of the Plan will govern.  Interpretations of the Plan  and this Agreement by the Committee are binding on you and PNC.    (b) Governing Law and Jurisdiction.  This Agreement is governed by and  construed under the laws of the Commonwealth of Pennsylvania, without reference to its  conflict of laws provisions.  Any dispute or claim arising out of or relating to this  EX 10.35 





 






  -- 5 --  Agreement or claim of breach hereof will be brought exclusively in the Federal court for  the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny  County, Pennsylvania.  By execution of this Agreement, you and PNC hereby consent to  the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or  venue in such courts with regard to any suit, action, or proceeding under or in connection  with this Agreement.    (c) Headings; Entire Agreement.  Headings used in this Agreement are  provided for reference and convenience only, are not considered part of this Agreement,  and will not be employed in the construction of this Agreement.  This Agreement,  including any appendices or exhibits attached hereto, constitutes the entire agreement  between you and PNC with respect to the subject matters addressed herein, and  supersedes all other discussions, negotiations, correspondence, representations,  understandings and agreements between the parties concerning the subject matters  hereof.    (d) Modification.  Modifications or adjustments to the terms of this  Agreement may be made by the Corporation as permitted in accordance with the Plan or  as provided for in this Agreement.  No other modification of the terms of this Agreement  will be effective unless embodied in a separate, subsequent writing signed by you and by  an authorized representative of the Corporation.    (e) No Waiver.  Failure of PNC to demand strict compliance with any of the  terms, covenants or conditions of this Agreement will not be deemed a waiver of such  term, covenant or condition, nor will any waiver or relinquishment of any such term,  covenant or condition on any occasion or on multiple occasions be deemed a waiver or  relinquishment of such term, covenant or condition.    (f) Severability.  The restrictions and obligations imposed by this Agreement  are separate and severable, and it is the intent of both parties that if any restriction or  obligation imposed by any of these provisions is deemed by a court of competent  jurisdiction to be void for any reason whatsoever, the remaining provisions, restrictions  and obligations will remain valid and binding upon you.    (g) Applicable Laws. Notwithstanding anything in this Agreement, PNC will  not be required to comply with any term, covenant or condition of this Agreement if and  to the extent prohibited by law, including but not limited to Federal banking and  securities regulations, or as otherwise directed by one or more regulatory agencies having  jurisdiction over PNC.    (h) Compliance with Section 409A of the Internal Revenue Code.  It is the  intention of the parties that the Award and this Agreement comply with the provisions of  Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are  applicable.  This Agreement will be administered in a manner consistent with this intent,  including as set forth in Section 20 of the Plan.  If the Award includes a “series of  installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury  EX 10.35 





 






  -- 6 --  Regulations), your right to the series of installment payments will be treated as a right to a  series of separate payments and not as a right to a single payment.    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EX 10.35 





 






  -i-  THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    RESTRICTED SHARE UNITS AWARD AGREEMENT    APPENDIX B    DEFINITIONS    Certain Definitions.  Except as otherwise provided, the following definitions apply for  purposes of this Agreement.    “Anticipatory Termination” means a termination of employment where PNC terminates  your employment with PNC (other than for Misconduct or Disability) prior to the date on  which a Change of Control occurs, and you reasonably demonstrated that such  termination of employment (i) was at the request of a third party that has taken steps  reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection  with or in anticipation of a Change of Control.      “Award Effective Date” has the meaning set forth in Section A of this Agreement.       “Change of Control” means:   (a) Any Person becomes the beneficial owner (within the meaning of Rule  13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then- outstanding shares of Common Stock (the “Outstanding PNC Common Stock”) or (y) the  combined voting power of the then-outstanding voting securities of the Corporation  entitled to vote generally in the election of directors (the “Outstanding PNC Voting  Securities”). The following acquisitions will not constitute a Change of Control for  purposes of this definition:  (1) any acquisition directly from the Corporation, (2) any  acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or  related trust) sponsored or maintained by the Corporation or any company controlled by,  controlling or under common control with the Corporation (an “Affiliated Company”),  (4) any acquisition pursuant to an Excluded Combination (as defined below) or (5) an  acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the  Outstanding PNC Voting Securities or Outstanding PNC Common Stock if the  Incumbent Board (as defined below) as of immediately prior to any such acquisition  approves such acquisition either prior to or immediately after its occurrence;    (b) Individuals who, as of the date hereof, constitute the Board (the  “Incumbent Board”) cease for any reason to constitute at least a majority of the Board  (excluding any Board seat that is vacant or otherwise unoccupied). For purposes of this  definition, any individual becoming a director subsequent to the date hereof whose  election, or nomination for election by the shareholders of the Corporation, was approved  by a vote of at least two-thirds of the directors then comprising the Incumbent Board will  be considered as though such individual was a member of the Incumbent Board, but  EX 10.35 





 






  -ii-  excluding, for this purpose, any such individual whose initial assumption of office occurs  as a result of an actual or threatened election contest with respect to the election or  removal of directors or other actual or threatened solicitation of proxies or consents by or  on behalf of a Person other than the Board;     (c) Consummation of a reorganization, merger, statutory share exchange or  consolidation or similar transaction involving the Corporation or any of its subsidiaries, a  sale or other disposition of all or substantially all of the assets of the Corporation, or the  acquisition of assets or stock of another entity by the Corporation or any of its  subsidiaries (each, a “Business Combination”). A transaction otherwise meeting the  definition of Business Combination will not be treated as a Change of Control if  following completion of the transaction all or substantially all of the beneficial owners of  the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities  immediately prior to such Business Combination beneficially own, directly or indirectly,  more than 60% of the then-outstanding shares of Common Stock (or, for a non-corporate  entity, equivalent securities) and the combined voting power of the then-outstanding  voting securities entitled to vote generally in the election of directors (or, for a  non-corporate entity, equivalent governing body), as the case may be, of the entity  resulting from such Business Combination (including, without limitation, an entity that,  as a result of such transaction, owns the Corporation or all or substantially all of the  Corporation’s assets either directly or through one or more subsidiaries) in substantially  the same proportions as their ownership immediately prior to such Business Combination  of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as  the case may be (such a Business Combination, an “Excluded Combination”);  or     (d) Approval by the shareholders of the Corporation of a complete liquidation  or dissolution of the Corporation.     “Competitive Activity” means any participation in, employment by, ownership of any  equity interest exceeding one percent in, or promotion or organization of, any Person  other than PNC (1) engaged in business activities similar to some or all of the business  activities of PNC during your employment or (2) engaged in business activities that you  know PNC intends to enter within the next 12 months (or, if after your Termination Date,  within the first 12 months after your Termination Date), in either case whether you are  acting as agent, consultant, independent contractor, employee, officer, director, investor,  partner, shareholder, proprietor or in any other individual or representative capacity  therein. For purposes of Competitive Activity as defined herein (and as such similar term  is defined in any equity-based award agreement held by you), the term “subsidiary” will  not include any company in which PNC holds an interest pursuant to its merchant  banking authority.    “Detrimental Conduct” means:     (a) You have engaged in, without the prior written consent of PNC (with  consent to be given or withheld at PNC’s sole discretion), in any Competitive Activity in  EX 10.35 





 






  -iii-  the Restricted Territory at any time during the period of your employment with PNC and  the 12-month period following your Termination Date;     (b) any act of fraud, misappropriation, or embezzlement by you against PNC  or one of its subsidiaries or any client or customer of PNC or one of its subsidiaries;  or     (c) you are convicted (including a plea of guilty or of nolo contendere) of, or  you enter into a pre-trial disposition with respect to, the commission of a felony that  relates to or arises out of your employment or other service relationship with PNC.     You will be deemed to have engaged in Detrimental Conduct for purposes of this  Agreement only if and when the Committee or other PNC Designated Person determines  that you have engaged in conduct described in clause (a) or clause (b) above or that an  event described in clause (c) above has occurred with respect to you.  Detrimental  Conduct will not apply to conduct by or activities of successors to the Award by will or  the laws of descent and distribution in the event of your death.      No determination that you have engaged in Detrimental Conduct may be made (x)  on or after your Termination Date if your termination of employment was an  Anticipatory Termination or (y) between the time PNC enters into an agreement  providing for a Change of Control and the time such agreement either terminates or  results in a Change of Control.    “Good Reason” means the definition of Good Reason contained in the Change of Control  Employment Agreement between you and PNC or any substitute employment agreement  entered into between you and PNC then in effect or, if none, the occurrence of any of the  following events without your consent:     (a) the assignment of any duties to you inconsistent in any material respect  with your position (including status, offices, titles and reporting requirements), or any  other material diminution in such position, authority, duties or responsibilities;    (b)  any material reduction in your rate of base salary or the amount of your  annual bonus opportunity (or, if less, the bonus opportunity established for PNC’s  similarly situated employees for any year), or a material reduction in the level of any  other employee benefits for which you are eligible receive below those offered to PNC’s  similarly situated employees;     (c)  PNC’s requiring you to be based at any office or location outside of a fifty  (50)-mile radius from the office where you were employed on the Grant Date;     (d) any action or inaction that constitutes a material breach by PNC of any  agreement entered into between you and PNC; or     (e)  the failure by PNC to require any successor (whether direct or indirect, by  purchase, merger, consolidation or otherwise) to all or substantially all of the business  EX 10.35 





 






  -iv-  and/or assets of PNC to assume expressly and agree to perform this Agreement in the  same manner and to the same extent that PNC would be required to perform it if no such  succession had taken place.      Notwithstanding the foregoing, none of the events described above shall  constitute Good Reason unless and until (i) you first notify PNC in writing describing in  reasonable detail the condition which constitutes Good Reason within 90 days of its  initial occurrence, (ii) PNC fails to cure such condition within 30 days after receipt of  such written notice, and (iii) you terminate employment within two years of its initial  occurrence.       Your mental or physical incapacity following the occurrence of an event  described above in clauses (a) through (e) shall not affect your ability to terminate  employment for Good Reason, and your death following delivery of a notice of  termination for Good Reason shall not affect your estate’s entitlement to severance  payments benefits provided hereunder upon a termination of employment for Good  Reason.     “Misconduct” means, as it relates to an Anticipatory Termination or following a Change  of Control, (a) your willful and continued failure to substantially perform your duties  with PNC (other than any such failure resulting from incapacity due to physical or mental  illness), after a written demand for substantial performance is delivered to you by the  Board or the CEO that specifically identifies the manner in which the Board or the CEO  believes that you have not substantially performed your duties; or (b) your willful  engagement in illegal conduct or gross misconduct that is materially and demonstrably  injurious to PNC or any of its subsidiaries.  For purposes of clauses (a) and (b), no act or  failure to act, on your part, shall be considered willful unless it is done, or omitted to be  done, by you in bad faith and without reasonable belief that your action or omission was  in the best interests of PNC.  Any act, or failure to act, based upon the instructions or  prior approval of the Board, the CEO or your superior or based upon the advice of  counsel for PNC, will be conclusively presumed to be done, or omitted to be done, by  you in good faith and in the best interests of PNC.    Your cessation of employment will be deemed to be a termination of your employment  with PNC for Misconduct only if and when there shall have been delivered to you, as part  of the notice of your termination, a copy of a resolution duly adopted by the affirmative  vote of not less than a majority of the entire membership of the Board, at a Board meeting  called and held for the purpose of considering such termination, finding on the basis of  clear and convincing evidence that, in the good faith opinion of the Board, you are guilty  of conduct described in clause (a) or clause (b) above and, in either case, specifying the  particulars thereof in detail.  Such resolution shall be adopted only after (i) reasonable  notice of such Board meeting is provided to you, together with written notice that PNC  believes that you are guilty of conduct described in clause (a) or clause (b) above and, in  either case, specifying the particulars thereof in detail, and (ii) you are given an  opportunity, together with counsel, to be heard before the Board.     EX 10.35 





 






  -v-  “Person” means any individual, entity or group (within the meaning of Section 13(d)(3)  or 14(d)(2) of the Exchange Act.      “PNC Designated Person” means (a) the Committee or its delegate if you are (or were  when you ceased to be an employee of PNC) either a Group 1 covered employee  (Corporate Executive Group member) including any equivalent successor classification  or subject to the reporting requirements of Section 16(a) of the Exchange Act with  respect to PNC securities (or both); or (b) the Committee, the CEO, or the Chief Human  Resources Officer of PNC, or any other individual or group as may be designated by one  of the foregoing to act as PNC Designated Person for purposes of this Agreement.    “Qualifying Termination” has the meaning set forth in Section B of this Agreement.       “Restricted Territory” means (a) if you are employed by (or, if you are not an employee,  providing the majority of your services to) PNC in the United States or Canada as of the  Termination Date, the United States and Canada, (b) if you are employed by (or, if you  are not an employee, providing the majority of your services to) PNC in the United  Kingdom as of the Termination Date, the United Kingdom or (c) if you are employed by  (or, if you are not an employee, providing the majority of your services to) PNC in  Germany as of the Termination Date, Germany or the United Kingdom.    “Retirement”  means your termination of employment with PNC at any time for any  reason (other than termination of employment by reason of your death, by PNC for Cause  or by reason of termination of employment in connection with a divestiture of assets or a  divestiture of one or more subsidiaries of PNC if the Committee or the CEO or his or her  designee so determines prior to such divestiture) on or after the first date on which you  have both attained at least age 55 and completed five years of service, where a year of  service is determined in the same manner as the determination of a year of vesting service  calculated under the provisions of The PNC Financial Services Group, Inc. Pension Plan.     “Termination Date” means the last day of your employment with PNC.  If you are  employed by a Subsidiary that ceases to be a Subsidiary or ceases to be a consolidated  subsidiary of the Corporation under U.S. generally accepted accounting principles and  you do not continue to be employed by or otherwise have a Service Relationship with  PNC, then for purposes of this Agreement, your employment with PNC terminates  effective at the time this occurs.  EX 10.35 





 






    -1-  THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    RESTRICTED SHARE UNITS AWARD AGREEMENT    APPENDIX C    RISK PERFORMANCE-BASED VESTING CONDITIONS    The following table sets forth the risk performance-based vesting conditions of the  Award:        1.  Generally  The Award is divided into three Tranches, with the first  Tranche relating to the 2022 performance year, the second  Tranche relating to the 2023 performance year, and the  third tranche relating to the 2024 performance year (each  such year, a “Performance Year”).      Each Tranche must satisfy a risk-related performance  metric based on whether PNC has met or exceeded the  common equity Tier 1 capital spot ratio limit as then in  effect and applicable to The PNC Financial Services  Group, Inc. (“CET1 Ratio”) (which may be on a pro forma  fully phased-in basis, if applicable) as set forth in PNC’s  Enterprise Capital Management Policy (or any successor  policy) and monitored at least quarterly.    “PNC” for purposes of this Appendix C as it refers to risk  performance-based vesting conditions means the  Corporation and its consolidated subsidiaries for financial  reporting purposes.        2.   Applying the Risk  Performance  Metric  (a) CET1 Ratio Generally.  Each Tranche is subject to a  risk performance factor based on whether PNC has met or  exceeded the CET1 Ratio as of the last day of each  Performance Year.  The current CET1 Ratio is 7.0%.    (b) Determination of Annual CET1 Ratio.  As soon as  practicable following the end of each Performance Year,  PNC will present information to the Committee relating to  (i) the CET1 Ratio compared to (ii) the actual CET1 Ratio  achieved by PNC with respect to that Performance Year,  based on PNC’s publicly reported financial results for the  period ending on the applicable end date.  Except as  EX 10.35 





 






  -2-  otherwise provided in paragraph 5 in the event of your  death or a Change of Control, this will generally be the  public release of earnings results for PNC’s fourth quarter  that occurs after the year-end measurement date, so that the  Committee will be able to make its determination in late  January or early February following a Performance Year.     If PNC meets or exceeds the CET1 Ratio for a  Performance Year, the risk performance metric is  satisfied.     If PNC does not meet the CET1 Ratio for a  Performance Year, the applicable Tranche is eligible  for forfeiture as determined by the Committee prior to  settlement of the Tranche.       3.   Risk Performance  Review Adjustment  In addition, and independent from the CET1 Ratio  performance metric described in paragraph 2 above, with  respect to each Tranche and prior to the settlement of that  Tranche, the Committee has the discretion to conduct a risk  performance review relating to a risk-related action of  potentially material consequence to PNC.      If the Committee exercises its discretion to conduct a risk  performance review, the Committee will review and  determine if a downward adjustment for risk performance  is appropriate for the applicable Tranche.      Any determination to conduct a risk performance review  will be made shortly after the close of the Performance  Year, but no later than the 45th day following the close of  the Performance Year, and any required review will be  conducted no later than two and a half-months after the  close of the Performance Year.        4.   Determination of  Final Number of  RSUs  Following the Performance Year, the Committee  determines whether to approve the number of RSUs  subject to the applicable Tranche, a lower number or zero  based on application of the risk performance metric  (described in paragraph 2) or any risk-related adjustment  resulting from a risk performance review (described in  paragraph 3), rounded down to the nearest whole Unit.  In  no event can the size of the Tranche be greater than  100.00% of the target number of RSUs subject to that  Tranche.  EX 10.35 





 






  -3-      5.  Determination of Risk Performance Metric 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 the last Scheduled Vesting  Date, then all risk performance-based conditions will be  met with respect to the outstanding portion of your Award,  unless the date of death occurs after a calendar year but  prior to performance-adjustment by the Committee  (including a Committee determination made immediately  preceding the date of the Change of Control), 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 risk performance  metric 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 risk performance- adjusted, as follows:   If a Change of Control occurs after a completed  Performance Year, but prior to the Scheduled  Vesting Date for that Tranche, the actual CET1  Ratio for that Performance Year will continue to  apply to that Tranche, and   For any Performance Year not completed prior to a  Change of Control, if the CET1 Ratio was not met  as of 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), then all remaining  Tranches will be forfeited and expire as of the  Change of Control.    For the avoidance of doubt:  EX 10.35 





 






  -4-   If the CET1 Ratio was not met as of the applicable  quarter-end performance measurement date, the  Award will be forfeited by you as of the Change of  Control.   Tranches where the CET1 Ratio was met and that  remain outstanding will be paid out, without further  Dividend Equivalents or any interest, on the  Scheduled Vesting Dates (or earlier, in the event of  your death) upon your satisfaction of the service- based vesting requirements.       6.   Committee  Determination  The Committee may make prospective adjustments to the  Award.  All determinations made by the Committee or  otherwise by PNC hereunder shall be made in its sole  discretion and shall be final, binding and conclusive for all  purposes on all parties.    EX 10.35 





 






        IN WITNESS WHEREOF, the Corporation has caused this Agreement to be  signed on its behalf as of the Grant Date.      THE PNC FINANCIAL SERVICES GROUP, INC.    By:    Chief Executive Officer      ATTEST:    By:      Corporate Secretary          ACCEPTED AND AGREED TO by GRANTEE      ___________________________________  Grantee    EX 10.35