Exhibit 10.1.8
|
|
[SunTrust logo]
SunTrust Banks, Inc.
2009 Stock Plan
N ON -E MPLOYEE D IRECTOR R ESTRICTED S TOCK U NIT 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 stock units (the “Restricted Stock Units”)
as an incentive for Grantee to promote the interests of SunTrust
and its Subsidiaries. Each Restricted Stock Unit represents the
right to receive a payment in cash equal to the Fair Market Value
of SunTrust Common Stock, $1.00 par value, at a future date and
time, subject to the terms of this Restricted Stock Unit
Agreement.
|
|
|
|
|
|
Name
of Grantee
|
|
|
|
|
|
|
|
|
Number of Restricted
Stock Units
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
|
|
|
This Non-Employee Director
Restricted Stock Unit Agreement (the “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
|
T ERMS AND C ONDITIONS
N ON -E MPLOYEE D IRECTOR R ESTRICTED S TOCK U NIT A GREEMENT
§ 1. EFFECTIVE DATE .
This grant of Restricted Stock Units to the Grantee is effective as
of
(“Grant Date”).
§ 2. VESTING . All
Restricted Stock Units subject to this Agreement shall vest on
(“Vesting Date”), provided that Grantee is an active
member of SunTrust’s Board of Directors (“Board”)
on that date and such Restricted Stock Units 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 and
the date of a Change in Control 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 (the “Code”)) or (iii) attainment of
mandatory retirement age for Board members, then a pro-rata number
of Restricted Stock Units shall be vested on the date of such
termination. The pro-rata number of Restricted Stock Units shall
equal the product of: (A) the number of Restricted Stock Units
subject to this Agreement; multiplied by (B) a fraction, the
numerator of which is equal to the number of days from 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. In the event of such
pro-rata vesting, any Restricted Stock Units (and related Dividend
Equivalent Rights (as defined below)) subject to this Agreement
that do not vest pursuant to this §3(a) shall terminate and be
completely forfeited on such date.
(b) If there is a Change in
Control followed by the involuntary termination of the
Grantee’s mem
