ex1037-2022formofperform






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 





 






  -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  FOLLOWING 3RD  ANNIVERSARY OF  GRANT DATE    Notwithstanding anything to the contrary in this  Agreement, if your employment with PNC is  terminated due to your Retirement, and not for  Cause, on or after the third (3rd) anniversary of the  Grant Date, the Committee may determine, in its  sole discretion prior to your Termination Date, that  with respect to all or a specified portion of your  then outstanding unvested Award, that 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.  EX 10.37 





 






  -3-    BY PNC WITHOUT  CAUSE  Notwithstanding anything to the contrary in this  Agreement, if your employment with PNC is  terminated by PNC without Cause, the Committee  may determine, in its sole discretion prior to your  Termination Date, that with respect to all or a  specified portion of your then outstanding unvested  Award, that 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  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.     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 on or after the third (3rd)  anniversary of the Grant Date, or following an  Anticipatory Termination, but prior to the Final  Award Date, then the service-based requirements of  the Award will be satisfied as of your date of death,  and the 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  Final Award Date, subject to satisfaction of the  performance-based vesting requirements and your  EX 10.37 





 






  -4-  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 the Final  Award Date):    (a) by PNC other than for Misconduct,   (b) by you for Good Reason, or  (c) for any reason (other than for Misconduct) on  or after the first business day following the end  of the Performance Period,     (each, a “Qualifying Termination”), then the  service-based requirements of the Award will be  satisfied as of your Termination Date, and the  performance-based vesting requirements will be  satisfied as further 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 as set forth in Section B.1 or as  a result of your Retirement on or after the third  (3rd) anniversary of the Grant Date, your  termination of employment by reason of death or  Disability, or the occurrence of a Qualifying  Termination.    C. FORFEITURE  C.1 FORFEITURE UPON  FAILURE TO MEET  SERVICE-BASED  VESTING  REQUIREMENTS  Except as otherwise provided in Section B.2 above,  if you cease to be an employee of PNC prior to an  applicable Final Award Date, you will not have  satisfied the service-based vesting requirements and  the Award will be automatically forfeited and  cancelled as of your Termination Date.  Upon such  forfeiture or cancellation, neither you nor your  successors, heirs, assigns or legal representatives  will have any further rights or interest in the Award  under this Agreement.     EX 10.37 





 






  -5-  C.2 FORFEITURE IN  CONNECTION WITH  DETRIMENTAL  CONDUCT   At any time prior to the Final Award 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.      D. DIVIDEND EQUIVALENTS  D.1 GENERALLY As of the Award Effective Date, you will be  entitled to earn accrued cash Dividend Equivalents  on the vested Payout Share Units (defined in  Appendix C), in an amount equal to the cash  dividends that would have been paid (without  interest or reinvestment) between the Grant Date  and the Final Award Date, as though you were the  record holder of such Payout Share Units, and such  Payout Share Units had been issued and  outstanding shares on the Grant Date through the  Final Award Date.    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 Award  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 Award. If the  PRSUs to which such Dividend Equivalents relate  are forfeited and cancelled, such related Dividend  Equivalents will also be forfeited and cancelled.    (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 Award vests and pays out, as if you were the  record holder of the number of Shares equal to the  number of vested Payout Share Units underlying  EX 10.37 





 






  -6-  the Award from the Grant Date through the date of  the Change of Control.    E. PAYMENT OF THE AWARD  E.1 PAYMENT TIMING Except as otherwise provided below, vested Payout  Share Units that remain outstanding will be settled  as soon as practicable following the applicable  Final Award Date (and no later than (x) December  31st following the year of death, in the event of  your death, or (y) March 15th following the year  the Award vests).    E.2 FORM OF  PAYMENT;  AMOUNT  (a) Payment Generally.  Except as provided in  subsection (b) below, your Final Award will be  settled at the time set forth in Section E.1 by  delivery to you of that number of whole Shares  equal to the number of Payout Share Units under  your Final Award, 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 Payout Share Units 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 Payout Share  Units, 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  EX 10.37 





 






  -7-  to the Award, is subject to rescission, cancellation  or recoupment, in whole or in part, if and to the  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 10.37 





 






  - 1 -    THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    PERFORMANCE 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  after your Termination Date, employ or offer to employ, solicit, actively  EX 10.37 





 






  - 2 -    interfere with PNC 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 (including the Equal  Employment Opportunity Commission, the National Labor Relations Board, the  Occupational Safety and Health Administration or the Securities and Exchange  Commission) 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 10.37 





 






  - 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 PRSUs 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 PRSUs  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 PRSUs 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 PRSUs 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  EX 10.37 





 






  - 4 -    administrator of your estate or to your other legal representative or, as permitted under  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 the Corporation 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 PRSUs only, the Corporation will  retain whole Shares from any amounts then payable to you hereunder (or pursuant to any  other PRSUs 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  EX 10.37 





 






  - 5 -    conflict of laws provisions.  Any dispute or claim arising out of or relating to this  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 10.37 





 






  - 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 10.37 





 






  i  THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    PERFORMANCE 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 10.37 





 






  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  the Restricted Territory at any time during the period of your employment with PNC and  the 12-month period following your Termination Date;   EX 10.37 





 






  iii       (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.    “Final Award Date” means (a) the date on which the Committee makes its determination  as to the size of the payout to be paid out to you in accordance with this Agreement (such  payout amount, the “Final Award”), if any, following the end of the Performance Period,  (b) in the event of your death prior to the end of the Performance Period, the date on  which the Committee makes its determination of a Final Award, if any, which  determination will generally occur at the next regularly scheduled Committee meeting  following your date of death, or (c) if a Change of Control has occurred prior to the date  described in (a) and a Final Award has been authorized, the date upon which the service  requirements are satisfied.    “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;    EX 10.37 





 






  iv     (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  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  EX 10.37 





 






  v    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.     “Payout Share Units” refers to the performance-adjusted number of units that are eligible  to vest.     “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  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  EX 10.37 





 






  vi    PNC, then for purposes of this Agreement, your employment with PNC terminates  effective at the time this occurs.   EX 10.37 





 






  -1-    THE PNC FINANCIAL SERVICES GROUP, INC.  2016 INCENTIVE AWARD PLAN    PERFORMANCE RESTRICTED SHARE UNITS AWARD AGREEMENT    APPENDIX C    PERFORMANCE-BASED VESTING CONDITIONS    The following table sets forth the performance-based vesting conditions of the Award:        1.   General Overview  and Definitions  Performance-based vesting and payout of your Award is  determined based on the level of satisfaction of two  performance metrics during the Performance Period – one  corporate performance metric and one risk-related  performance metric.  These metrics are described in more  detail in the paragraphs below.      “PNC” for purposes of this Appendix C as it refers to  performance-based vesting conditions means the  Corporation and its consolidated subsidiaries for financial  reporting purposes.      The corporate performance metric will be measured at the  end of the Performance Period (except in certain limited  circumstances, such as upon death or a Change of Control),  as described in this Appendix C.)    The two performance metrics are:    1. Relative Total Shareholder Return - PNC’s total  shareholder return (TSR) for the period beginning on  the Grant Date and ending on the 5th anniversary of the  Grant Date (“5-Year TSR”).  For this Award, 5-Year  TSR means the total cumulative shareholder return  (i.e., price change plus reinvestment of dividends) on  PNC Common Stock for the Performance Period,  assuming an investment on the Grant Date is held  through the last day of the five-year Performance  Period, based on the closing price of PNC Common  Stock on the last trading day immediately prior to the  last date of the Performance Period.  PNC’s 5-Year  TSR is compared to the 5-Year TSR on the common  stock of each other member of the Peer Group, using  EX 10.37 





 






  -2-  the same Performance Period and same methodology  for PNC’s TSR (“Relative 5-Year TSR”), to determine  PNC’s percentile rank, which is expressed as a  percentage, rounded to the nearest one-hundredth.    “Peer Group” refers to the Committee-determined peer  group as of the Grant Date.  Performance will be  measured based on the Peer Group on the last day of  the Performance Period, taking into account name  changes and the elimination from the Peer Group of  any members since the beginning of the Performance  Period (e.g., due to consolidation or merger).  In the  event of a merger of two members of the Peer Group  during the Performance Period, the financial  information of the resulting new company will be  compared to that of the acquiring member of the Peer  Group (as determined on a corporate accounting basis.)    The Peer Group for this Award consists of the  following members:  PNC, Bank of America  Corporation, Capital One Financial Corporation,  Citizens Financial Group, Inc., Fifth Third Bancorp,  JPMorgan Chase & Co., KeyCorp, M&T Bank  Corporation, Regions Financial Corporation, Truist  Financial Corp., U.S. Bancorp, and Wells Fargo &  Company.    2. CET1 Ratio - 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.    All performance metrics will be determined on the basis  of:    (x) with respect to PNC’s absolute performance, PNC’s  internal financial information;    (y) with respect to PNC’s relative performance to other  members of the Peer Group, either publicly disclosed  financial information or, in the case of PNC, internal  financial information that is anticipated to be publicly  disclosed in an upcoming filing with the SEC; and  EX 10.37 





 






  -3-    (z) with respect to other members of the Peer Group,  publicly disclosed financial information,    in each case, only where such amounts can be reasonably  determined as of the date immediately prior to the date the  Committee makes its determination as to the size of the  payout.        2.   Calculating  Corporate  Performance  Factor  The “Corporate Performance Factor” is generated at the  end of the Performance Period.  Once the 5-Year TSR is  determined at the end of the Performance Period, a  corporate performance factor is calculated using the table  attached as Exhibit 1 and applying linear interpolation,  rounding to the nearest one-hundredth.    The Corporate Performance Factor will adjust the Award  upwards or downwards, up to a maximum of 25 percentage  points either direction, such that the Corporate  Performance Factor will range between 75.00% and  125.00% of the number of outstanding PRSUs.  If PNC’s  absolute TSR for the 5-year performance period is  negative, however, the Corporate Performance Factor  cannot exceed 100%.     In the event of your death or a Change of Control, the  provisions of paragraph 7 will govern the calculation of the  Corporate Performance Factor.        3.   Applying the Risk  Performance  Metric  At the end of the Performance Period, the CET1 Ratio risk  performance metric is evaluated.      If PNC has met or exceeded the CET1 Ratio test based on  PNC’s publicly reported financial results for (x) each full  calendar year of the Performance Period, and, (y) for any  partial calendar year of the Performance Period, the last  completed quarter, then the formulaic risk-based  performance metric for the Performance Period will be  met.      In the event the CET1 Ratio test is not met for a full  calendar year or partial calendar year, all or a portion of the  target number of PRSUs (and all related Dividend  Equivalents) are eligible for forfeiture on the Final Award  EX 10.37 





 






  -4-  Date.  The Committee will review and adjust the target  number of PRSUs on the Final Award Date.          4.   Risk Performance  Review Adjustment  In addition, and independent from the CET1 Ratio  performance metric described in above, on or prior to the  Final Award Date, 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.  If so, the Committee will determine the size  of the risk adjustment to the Corporate Performance Factor  (including reducing such Corporate Performance Factor to  zero.)    Any determination to conduct a risk performance review  will be made shortly after the close of the Performance  Period, but no later than the 45th day following the close of  the Performance Period, and any required review will be  conducted no later than the end of the first quarter  following the close of the Performance Period.        5.   Committee  Discretion    Notwithstanding the levels of corporate and risk  performance achieved by PNC, the Committee may use its  discretion to reduce the number of Payout Share Units  (including a reduction to zero) based on your individual  performance.      Discretion in Connection with a Change of Control.  The  Committee will have no discretion to adjust the calculated  maximum Payout Share Units following a Change of  Control or during a Change of Control Coverage Period.   In the event (a) your termination of employment with PNC  is an Anticipatory Termination, (b) a Change of Control is  pending, and (c) the Committee-determined Final Award  Date occurs prior to the Change of Control, the Committee  will have no discretion to adjust your calculated maximum  Payout Share Units under these circumstances.      6.   Calculation of  Payout Share Units  Following the end of the Performance Period, the  Committee reviews performance against the performance  EX 10.37 





 






  -5-  and Determination  of Final Award  metrics and makes its determination as to the Final Award,  as follows:      (1) Application of Risk Performance Metric - The  Committee first determines whether or not to reduce the  target number of PRSUs under the Award, based on the  application of the risk performance metric, as follows:    (a) If PNC has met or exceeded the CET1 Ratio for each  full calendar year of the Performance Period, and for  any partial calendar year of the Performance Period,  the last completed quarter, there is no reduction in the  number of target PRSUs under the Award.      (b) If PNC has not met the CET1 Ratio not met for any full  calendar year or partial calendar year, then the  Committee can elect to reduce the target number of  PRSUs (including a reduction to zero).      (2) Committee Review of Performance Factor - Next, the  Committee determines whether to approve the calculated  Corporate Performance Factor, a lower percentage or a  higher percentage based on application of any risk-related  adjustment (described in paragraph 4) or other Committee  discretion consistent with paragraph 5.      (3) Final Award Determination - Once the Committee  approves the final Corporate Performance Factor, it applies  this percentage to the target number of PRSUs (as reduced  for any failure to meet the CET1 Ratio during the  Performance Period), and rounds down to the nearest  whole share unit.  The resulting amount is the number of  Payout Share Units that are eligible to vest and be settled  on the Final Award Date (i.e., the Final Award). In no  event can the size of the Final Award be greater than  125.00% of the target number of PRSUs.    (4) Special Rules Regarding the Final Award Date – The  Final Award will become vested and payable as of the  Final Award Date, which term is defined in Appendix B.   The Final Award Date is typically the date on which the  Committee makes its determination as to the size of the  payout to be paid out to you, but:   In the event of a Change of Control, the amount of  Payout Share Units will be calculated (as of the  date of the Change of Control) as described in  EX 10.37 





 






  -6-  paragraph 7 below and determination of the Final  Award will be made as soon as practicable after the  Change of Control.     In the event of your death (prior to a Change of  Control), the amount of Payout Share Units will be  calculated as described in paragraph 7 below as  soon as practicable following the calendar year of  your death.  In the event of your death following a  Change of Control, the Payout Share Units and the  Final Award Date will be determined as described  above.        7.  Determination of Payout Share Units 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 following a termination  of employment with PNC due to Disability, or Retirement  on or after the third (3rd) anniversary of the Grant Date, or  following an Anticipatory Termination), but prior to the  Committee-determined Final Award Date, then the total  number of Payout Share Units is calculated based on (a)  target corporate performance for the Performance Period  and (b) actual risk performance for the completed calendar  years of the Performance Period, and for the year in which  the date of death occurs, the last completed calendar  quarter (if any), and no risk adjustments for any remaining  years in the Performance Period.  The amount of Payout  Share Units is rounded down to the nearest whole share  unit.  This amount is not pro-rated, but remains subject to  the Committee’s exercise of 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.      Change of Control      Upon a Change of Control, the total number of Payout  Share Units is calculated based on (a) target corporate  performance for the Performance Period and (b) actual risk  performance for each full calendar year of the Performance  Period, and for any partial calendar year of the  Performance Period, the last completed quarter, rounded  EX 10.37 





 






  -7-  down to the nearest whole share unit.  For any remaining  portion of the Performance Period (including the year of  the Change of Control), if the CET1 Ratio was not met or  exceeded as of the quarter-end immediately preceding the  Change of Control, a pro-rata portion of the number of  target PRSUs will be forfeited and expire as of the Change  of Control.      The Committee does not have discretion to adjust this  amount of Payout Share Units.        8.   Definition of  Change of Control  Coverage Period  “Change of Control Coverage Period” means a period  commencing on the occurrence of a Change of Control  Triggering Event (defined below) and ending upon the  earlier to occur of (a) the date of a Change of Control  Failure (defined below) and (b) the date of a Change of  Control.  After the termination of any Change of Control  Coverage Period, another Change of Control Coverage  Period will commence upon the occurrence of another  Change of Control Triggering Event.    For purposes of this definition:   a “Change of Control Triggering Event” means the  occurrence of either of the following: (i) the Board  or the Corporation’s shareholders approve a  Business Combination, other than an Excluded  Combination (as defined in the definition of  Change of Control in Appendix B), or (ii) the  commencement of a proxy contest in which any  Person seeks to replace or remove a majority of the  members of the Board   a “Change of Control Failure” means: (x) with  respect to a Change of Control Triggering Event,  the Corporation’s shareholders vote against the  transaction approved by the Board or the agreement  to consummate the transaction is terminated; or (y)  with respect to a Change of Control Triggering  Event described in clause (ii) of the definition  above, the proxy contest fails to replace or remove  a majority of the members of the Board.      9.  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  EX 10.37 





 






  -8-  discretion and shall be final, binding and conclusive for all  purposes on all parties.  EX 10.37 





 






  -i-      EXHIBIT 1: CORPORATE PERFORMANCE FACTOR    Linear interpolation applies for performance between the threshold and maximum  levels (in either direction).    The calculated payout percentage will range from 75.00% to 125.00%.  Percentile Performance of PNC  TSR Relative to Peer Group  Percent Increase or Reduction  in Payout  ≤25th percentile 25% reduction  50th percentile Target (no reduction)  ≥75th percentile 25% increase                      EX 10.37 





 






          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 10.37