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SunTrust Banks, Inc. 2009 Stock Plan

Equity Incentive Plan Agreement

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This Equity Incentive Plan Agreement involves

SUNTRUST BANKS INC

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Title: SunTrust Banks, Inc. 2009 Stock Plan
Governing Law: Georgia     Date: 4/28/2009
Industry: Regional Banks     Sector: Financial

SunTrust Banks, Inc. 2009 Stock Plan, Parties: suntrust banks inc
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Exhibit 10.1.7

 

[SunTrust logo]

 

SunTrust Banks, Inc.

2009 Stock Plan

 

P ERFORMANCE S TOCK U NIT A GREEMENT

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 performance stock units (the “Performance Stock Units”) as an incentive for the Grantee to promote the interests of SunTrust and its Subsidiaries. Each Performance Stock Unit represents the right to receive a share of SunTrust Common Stock, $1.00 par value, at a future date and time, subject to the terms of this Performance Stock Unit Agreement.

 

Name of Grantee

 

 

 

Number of Performance

Stock Units

 

[Insert Target Number of Units]

 

Grant Date

 

 

 

This Performance Stock Unit Agreement (the “Unit 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

 

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T ERMS AND C ONDITIONS

P ERFORMANCE S TOCK U NIT A GREEMENT

 

§ 1. EFFECTIVE DATE. This grant of Performance Stock Units to the Grantee is effective as of                      (the “Grant Date”).

§ 2. DEFINITIONS. Whenever the following terms are used in this Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined in this Unit Agreement shall have the same meanings as in the Plan.

(a) Change in Control Agreement – means a change in control agreement by and between SunTrust and the Grantee.

(b) Code – means the Internal Revenue Code of 1986, as amended.

(c) Disability – means a disability within the meaning of Code Section 22(e)(3).

(d) Dividend Equivalent Right – means a right that entitles the Grantee to receive an amount equal to any dividends paid on a share of Stock, which dividends have a record date between the Grant Date and the date the Vested Units are paid; provided, however, the amount of any Dividend Equivalent Rights on unvested Performance Stock Units shall be treated as reinvested in additional shares of Stock on the date such dividends are paid.

(e) Performance Level – means the level of performance achieved by SunTrust during a measurement period (generally, the Performance Period) based on the TSR Percentile for such period.

(f) Performance Period – means the period commencing January 1, 2009 and ending on December 31, 2011.

(g) Retirement – means the voluntary termination of employment by the Grantee from SunTrust or its Subsidiaries on or after attaining age 55 and having completed five (5) or more years of service as determined in accordance with the terms of the SunTrust Banks, Inc. Retirement Plan, as amended from time to time (the “Retirement Plan”). For purposes of this Unit Agreement, a Grantee who is vested in the Retirement Plan benefit but terminates employment before attaining age 55 or completing at least five (5) years of service is not treated as terminating employment due to Retirement.

(h) Termination for Cause or Terminated 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 at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes this Unit Agreement, “Cause” shall have the meaning provided in the Change in Control Agreement.

(i) 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

 

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T ERMS AND C ONDITIONS

P ERFORMANCE S TOCK U NIT A GREEMENT

 

cause Grantee’s position with SunTrust to become of less dignity, responsibility, importance or scope than the position held by Grantee prior to the Change in Control or (iii) a substantial reduction of Grantee’s annual compensation from the lesser of: (A) the level in effect prior to the Change in Control or (B) any level established thereafter with the consent of the Grantee.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Good Reason” shall have the meaning provided in the Change in Control Agreement.

(j) Total Shareholder Return or TSR – means a company’s total shareholder return, calculated based on the stock price appreciation during a specified measurement period plus the value of dividends paid on such stock during the measurement period (which shall be deemed to have been reinvested in the underlying company’s stock).

(k) TSR Percentile – means the percentile rank of the TSR for SunTrust during the Performance Period relative to the TSR for the 24 companies listed on Appendix A (the “Peer Group”) during the Performance Period; provided, however, that for purposes of measuring the TSR Percentile: (i) the Committee reserves the right to make adjustments to the Peer Group based on developments that occur during the Performance Period, such as removing from the Peer Group, retroactively to the beginning of the Performance Period, any company no longer existing as an independent entity or which has announced it is being acquired; and (ii) the beginning and ending TSR values shall be calculated based on the average of the closing prices of the applicable company’s stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.

§ 3. PERFORMANCE BASED VESTING. The Grantee shall vest in a percentage of Performance Stock Units (between 0% and 150%) corresponding to SunTrust’s attainment of the Performance Level, as set forth in the table below, on December 31, 2011 (the “Vesting Date”); provided, that the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through the Vesting Date. The Performance Stock Units may vest prior to the Vesting Date in accordance with the provisions of § 4 or § 5.

 

Performance Level

  

SunTrust’s TSR Percentile on the

Vesting Date

 

Percentage of Performance Stock

Units That Vest

Maximum

  

75 th TSR Percentile

 

150%

Target

  

50 th T


 
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