Exhibit 10.1.5
|
|
[SunTrust logo]
SunTrust Banks, Inc.
2009 Stock Plan
N ON
-E MPLOYEE D IRECTOR
R ESTRICTED S TOCK A GREEMENT
|
SunTrust Banks, Inc.
(“SunTrust”), a Georgia corporation, upon the
recommendation of the Governance and Nominating Committee of its
Board of Directors and pursuant to action of the Compensation
Committee (“Committee”) 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 and its
Subsidiaries.
|
|
|
|
|
|
Name of
Grantee
|
|
|
|
|
|
|
|
|
Shares of
Restricted Stock
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
|
|
|
This Non-Employee Director
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.
|
|
SUNTRUST BANKS,
INC.
|
|
|
|
|
Authorized
Officer
|
-1-
T ERMS AND C ONDITIONS
N ON -E MPLOYEE D IRECTOR R ESTRICTED S TOCK A GREEMENT
§ 1. EFFECTIVE DATE. This Grant
of Restricted Stock to the Grantee is effective as of
(“Grant Date”).
§ 2. VESTING. All shares of
Restricted Stock subject to this Grant shall vest on
(“Vesting Date”), provided that Grantee remains an
active member of SunTrust’s Board of Directors
(“Board”) through that date and such shares have not
previously vested or been forfeited pursuant to §
3.
§ 3. ACCELERATED
VESTING.
(a) If the Grantee’s
membership on the Board terminates prior to the Vesting Date as a
result of the Grantee’s (i) death; (ii) disability
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended; or (iii) attainment of mandatory
retirement age for Board members, then a pro rata number of shares
of Restricted Stock shall be vested on the date of the
Grantee’s departure from the Board, equal to the product of:
(A) the number of shares of Restricted Stock that are not then
vested; multiplied by (B) a fraction, the numerator of which
is equal to the number of days since the Grant Date through the
date of such termination of membership on the Board, and the
denominator of which is equal to the number of days from the Grant
Date through the Vesting Date.
(b) If there is a Change in
Control of SunTrust followed by the involuntary termination of the
Grantee’s membership on the Board prior to the Vesting Date
and if suc
