Exhibit 10.1.3
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[SunTrust logo]
SunTrust Banks, Inc.
2009 Stock Plan
R ESTRICTED S TOCK A GREEMENT
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SunTrust Banks, Inc.
(“SunTrust”), a Georgia corporation, pursuant to action
of the Compensation Committee (“Committee”) of its
Board of Directors and in accordance with the SunTrust Banks, Inc.
2009 Stock Plan (“Plan”), has granted restricted shares
of SunTrust Common Stock, $1.00 par value (“Restricted
Stock”), upon the following terms as an incentive for Grantee
to promote the interests of SunTrust:
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Name of
Grantee
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Shares of
Restricted Stock
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Grant
Date
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This Restricted Stock Agreement (the
“Stock Agreement”) evidences this Grant, which has been
made subject to all the terms and conditions set forth on the
attached Terms and Conditions and in the Plan.
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SUNTRUST BANKS, INC.
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Authorized Officer
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-1-
T ERMS AND C ONDITIONS
R ESTRICTED S TOCK A GREEMENT
§ 1. EFFECTIVE DATE. This Grant
of Restricted Stock to the Grantee is effective as of
(the “Grant Date”).
§ 2. VESTING. All shares of
Restricted Stock granted to the Grantee pursuant to this Grant
shall vest on the applicable day specified in the following vesting
schedule (each a “Vesting Date”):
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[33 1 / 3 %]
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% of the Grant
shall be vested on the first anniversary of the Grant
Date;
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[33 1 / 3 %]
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% of the Grant
shall be vested on the second anniversary of the Grant
Date;
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[33 1 / 3 %]
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% of the Grant
shall be vested on the third anniversary of the Grant
Date.
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No shares shall vest on a Vesting
Date unless the Grantee is an active employee of SunTrust or a
Subsidiary on the Vesting Date and has been in the continuous
employment of SunTrust or a Subsidiary from the Grant Date through
the applicable Vesting Date. If Grantee is not an active employee
of SunTrust or a Subsidiary on a Vesting Date, Grantee forfeits all
rights to any shares that would otherwise vest on that Vesting Date
and on any subsequent Vesting Date. Shares may vest prior to the
Vesting Dates set forth above in accordance with the provisions of
§ 3 or § 4.
§ 3. ACCELERATED VESTING:
CHANGE IN CONTROL. (a) Any shares of Restricted Stock not
previously vested shall vest on the date that all of the following
events have occurred: (i) there is a Change in Control of
SunTrust on or before a Vesting Date; (ii) the Grantee’s
employment with SunTrust terminates after the date of such Change
in Control and at any time before the third anniversary of the date
of such Change in Control, and (iii) such termination of
Grantee’s employment is either (1) involuntary on the
part of the Grantee and does not result from his or her death or
disability within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”),
and does not constitute a Termination for Cause, or
(2) voluntary on the part of the Grantee and constitutes a
Termination for Good Reason.
(b) Termination for Cause –
means a termination of employment which is made primarily because
of (i) the Grantee’s willful and continued failure to
perform his job duties in a satisfactory manner after written
notice from SunTrust to Grantee and a thirty (30) day period
in which to cure such failure, (ii) the Grantee’s
conviction of a felony or engagement in a dishonest act,
misappropriation of funds, embezzlement, criminal conduct or common
law fraud, (iii) the Grantee’s material violation of the
Code of Business Conduct and Ethics of SunTrust or the Code of
Conduct of a Subsidiary, (iv) the Grantee’s engagement
in an act that materially damages or materially prejudices SunTrust
or any Subsidiary or the Grantee’s engagement in activities
materially damaging to the property, business or reputation of
SunTrust or any Subsidiary; or (v) the Grantee’s failure
and refusal to comply in any material respect with the current and
any future amended policies, standards and regulations of SunTrust,
any Subsidiary and their regulatory agencies, if such failure
continues after written notice from SunTrust to the Grantee and a
thirty (30) day period in which to cure such failure, or the
determination by any such governing agency that the Grantee may no
longer serve as an officer of SunTrust or a Subsidiary.
Notwithstanding anything herein to
the contrary, if the Grantee is subject to the terms of a change in
control agreement with SunTrust (the “Change in Control
Agreement”) at the time of his termination of employment with
SunTrust or a Subsidiary, solely for purposes this Stock Agreement,
“Cause” shall have the meaning provided in the Change
in Control Agreement.
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T ERMS AND C ONDITIONS
R ESTRICTED S TOCK A GREEMENT
(c) Termination for Good Reason
– means a termination of employment made primarily because of
(i) a failure to elect or reelect or to appoint or to
reappoint Grantee to, or the removal of Grantee from, the position
which he or she held with SunTrust prior to the Change in Control,
(ii) a substantial change by the Board or supervising
management in Grantee’s functions, duties or
responsibilities, which change would cause Grantee’s position
with SunTrust to become of less dignity, r
