Exhibit 10.1.7
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[SunTrust logo]
SunTrust Banks, Inc.
2009 Stock Plan
P ERFORMANCE S TOCK U NIT 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 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.
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Name of
Grantee
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Number of Performance
Stock Units
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[Insert Target Number of
Units]
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Grant
Date
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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.
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SUNTRUST BANKS,
INC.
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Authorized
Officer
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-1-
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
-2-
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.
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SunTrust’s TSR Percentile on the
Vesting Date
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Percentage of Performance Stock
Units That Vest
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Maximum
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75
th TSR Percentile
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150%
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Target
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50
th T
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