Exhibit 10.1
FORM OF AGREEMENT
REGARDING
PORTION OF SALARY PAYABLE IN
PHANTOM STOCK UNITS
AGREEMENT dated as of the
day of September 2009
(this “Agreement”) by and between Fifth Third Bancorp
and
(the “Executive”).
WHEREAS, the Compensation Committee
(the “Committee”) of the board of directors of the
Company has determined that going forward and until the Committee
determines otherwise Executive’s base salary will be payable
partly in cash and partly in phantom stock units.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
1. Beginning with the first full
biweekly pay period commencing on September 28, 2009 until the
Committee determines otherwise, Executive’s total base salary
on a biweekly installment basis is $
. Executive’s salary for each such biweekly pay period will
be paid $
(the “Phantom Stock Unit Salary”) in the form of Fifth
Third phantom stock units net of applicable withholdings and other
deductions retroactive to June 15, 2009. Once awarded, the
phantom stock units will be fully vested and not subject to the
risk of forfeiture or any requirement of future service.
2. The number of units of phantom
stock, each representing the right to receive an amount of cash
based on the value of one share of Fifth Third common stock, to be
awarded to Executive as part of Executive’s biweekly salary
will be calculated as follows:
First, subtract from the Phantom
Stock Unit Salary the amount of then applicable tax withholdings
and other deductions to generate the net salary paid in phantom
stock units. Then, divide the net salary amount paid in phantom
stock units by the reported closing price on the NASDAQ
® National Global Select Market
(“NASDAQ”) for a share of Fifth Third common stock on
the pay date for such biweekly pay period (or, if not a NASDAQ
trading day, on the immediately preceding such trading
day).
Each such biweekly payment will be a
“Dollar-Denominated Award” under the Company’s
2008 Incentive Compensation Plan (the “Plan”) with a
Grant Date for the award of the pay date for such biweekly salary
payment and will be subject to the terms and conditions of this
Agreement and the Plan. Executive will have no rights as a
shareholder of Fifth Third by virtue of these awards.
3. Each such biweekly Phantom Stock
Unit award will not include any rights to receive dividends or
dividend equivalents.
4. Each such biweekly Phantom Stock
Unit award will be settled in cash, and contain restrictions on
transfer until, the earlier of June 15, 2011 or the
executive’s death. The amount to be paid on settlement of the
phantom stock units will be equal to the number of Phantom Stock
Units being settled multiplied by the reported closing price on the
NASDAQ for a share of Fifth Third common stock on the settlement
date (or, if not a NASDAQ trading day, on the immediately preceding
such trading day).
Where Executive has not previously
satisfied all applicable withholding tax obligations, Fifth Third
will, at the time the tax withholding obligation arises in
connection herewith, retain an amount sufficient to satisfy the
minimum amount of taxes then required to be withheld by the Company
in connection therewith from any amounts then payable hereunder to
Executive. If any withholding is required prior to the time amounts
are payable to Executive hereunder, the withholding will be taken
from other compensation then payable to Executive or as otherwise
determined by Fifth Third.
5. Phantom stock units may not be
sold, assigned, transferred, exchanged, pledged, hypothecated or
otherwise encumbered. If Executive is deceased at the time the
Shares Units are settled, Fifth Third will make such payment to the
executor or administrator of Executive’s estate or to
Executive’s other legal representative as determined in good
faith by Fifth Third.
6. Upon the occurrence of a
corporate transaction or transaction (including, without
limitation, stock dividends, stock splits, spin-offs, split-offs,
recapitaliz
