Exhibit 10.1
SUNTRUST BANKS, INC. MANAGEMENT
INCENTIVE PLAN
As Restated With Amendments
Through December 31, 2008
Section
1. Name and
Purpose
The name of this Plan is the
SunTrust Banks, Inc. Management Incentive Plan. The purpose of the
Plan is to promote the interests of the Corporation and its
stockholders through the granting of Awards to select employees of
the Corporation and its Subsidiaries in order to motivate and
retain superior employees who contribute in a significant manner to
the actual financial performance of the Corporation as measured
against pre-established financial and other goals.
Section
2. Effective
Date, Term and Amendment
The effective date of the amended
and restated Plan shall be March 14, 2005, and the amended and
restated Plan shall apply to all Awards granted on or after
January 1, 2005; provided, however, if the Corporation’s
shareholders fail to approve the material terms of the performance
goals for the amended and restated Plan at their annual meeting in
2005, any Award granted under the Plan for 2005 to a Participant
who is a Covered Employee for 2005 shall be cancelled and shall
have no further force or effect whatsoever and no further Awards
shall be granted to any Covered Employee under the Plan. The Plan
shall continue for an indefinite term until terminated by the
Board; provided, however, that the Corporation and the Committee
after such termination shall continue to have full administrative
power to take any and all action contemplated by the Plan which is
necessary or desirable and to make payment of any Awards earned by
Participants during any then unexpired Plan Year. The Board of
Directors of the Corporation or the Committee may amend the Plan in
any respect from time to time.
Section
3. Definitions
and Construction
A. As used in this Plan, the
following terms shall have the meanings indicated, unless the
context clearly requires another meaning:
1. “Award” means the
right to receive a cash payment which represents a percentage of a
Participant’s Base Wages determined by the Committee in
accordance with Section 5 hereof in the event the Corporation,
Subsidiary, Business Unit or individual achieves the Financial
Goals or other goals established pursuant to
Section 5.
2. “Base Wages” means
the base salary paid to a Participant by the Corporation or a
Subsidiary during a Plan Year, excluding bonuses, overtime,
commissions and other extra compensation, reimbursed expenses and
contributions made by the Corporation or a Subsidiary to this or
any other employee benefit plan maintained by the Corporation or a
Subsidiary.
3. “Business Unit” means
a division or other business unit of the Corporation or a
Subsidiary designated as a distinct entity for the purpose of
setting goals and measuring performance.
4. “Code” means the
Internal Revenue Code of 1986, as amended.
5. “Committee” means the
Compensation Committee of the Board or any other Committee of the
Board to which the responsibility to administer this Plan is
delegated by the Board; such Committee shall consist of at least
two members of the Board, who shall not be eligible to receive an
Award under the Plan and each of whom shall be a
“disinterested” person within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934 and shall be or be
treated as an “outside director” for purposes of
Section 162(m) of the Code.
6. “Corporation” means
SunTrust Banks, Inc. and any successor thereto.
7. “Covered Employee”
means for each calendar year the Chief Executive Officer of the
Corporation and the four other most highly compensated executive
officers whose compensation would be reportable on the
“summary compensation table” under the Securities and
Exchange Commission’s executive compensation disclosure
rules, as set forth in Item 402 of Regulation S-K, 17 C.F.R.
229.402, under the Securities Exchange Act of 1934, if the report
was prepared as of the last day of such calendar year.
8. “Change in Control”
means a change in control of the Corporation of a nature that would
be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 as in effect at the time of such “change
in control”, provided that such a change in control shall be
deemed to have occurred at such time as (i) any
“person” (as that term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) directly or indirectly, of securities
representing 20% or more of the combined voting power for election
of directors of the then outstanding securities of the Corporation
or any successor of the Corporation; (ii) during any period of
two consecutive years or less, individuals who at the beginning of
such period constitute the Board of Directors of the Corporation
cease, for any reason, to constitute at least a majority of such
Board of Directors, unless the election or nomination for election
of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the
beginning of the period; (iii) the shareholders of the
Corporation approve any reorganization, merger, consolidation or
share exchange as a result of which the common stock of the
Corporation shall be changed, converted or exchanged into or for
securities of another corporation (other than a merger with a
wholly-owned subsidiary of the Corporation) or any dissolution or
liquidation of the Corporation or any sale or the disposition of
50% or more of the assets or business of the Corporation; or
(iv) the shareholders of the Corporation approve any
reorganization, merger, consolidation or share exchange unless
(A) the persons who were the beneficial owners of the
outstanding shares of the common stock of the Corporation
immediately before the consummation of such transaction
beneficially own more than 65% of the outstanding shares of the
common stock of the successor or survivor corporation in such
transaction immediately following the consummation of such
transaction and (B) the number of shares of the common stock
of such successor or survivor corporation beneficially owned by the
persons described in
2
Section 8(iv)(A) immediately following the
consummation of such transaction is beneficially owned by each such
person in substantially the same proportion that each such person
had beneficially owned shares of the Corporation’s common
stock immediately before the consummation of such transaction,
provided (C) the percentage described in Section 8(iv)(A)
of the beneficially owned shares of the successor or survivor
corporation and the number described in Section 8(iv)(B) of
the beneficially owned shares of the successor or survivor
corporation shall be determined exclusively by reference to the
shares of the successor or survivor corporation which result from
the beneficial ownership of shares of common stock of the
Corporation by the persons described in Section 8(iv)(A)
immediately before the consummation of such transaction.
9. “Effective Date”
means either the date which includes the “closing” of
the transaction which makes a Change In Control effective if the
Change in Control is made effective through a transaction which has
a “closing” or the date a Change in Control is reported
in accordance with applicable law as effective to the Securities
and Exchange Commission if the Change in Control is made effective
other than through a transaction which has a
“closing”.
10. “Employment” means
continuous employment with the Corporation or a Subsidiary from the
beginning to the end of each Plan Year, which continuous employment
shall not be considered to be interrupted by transfers between the
Corporation and a Subsidiary or between Subsidiaries.
11. “Final Value” means
the value of an Award determined in accordance with Sections 5 and
6 as the basis for payments to Participants at the end of a Plan
Year.
12. “Financial Goals”
means the financial objectives set by the Committee for each Plan
Year pursuant to Section 5 from one or any combination of the
following: (i) the Corporation’s return over capital
costs or increase in return over capital costs, (ii) the
Corporation’s total earnings or the growth in such earnings,
(iii) the Corporation’s consolidated earnings or the
growth in such earnings, (iv) the Corporation’s earnings
per share or the growth in such earnings, (v) the
Corporation’s net earnings or the growth in such earnings,
(vi) the Corporation’s earnings before interest expense,
taxes, depreciation, amortization and other non-cash items or the
growth in such earnings, (vii) the Corporation’s
earnings before interest and taxes or the growth in such earnings,
(viii) the Corporation’s consolidated net income or the
growth in such income, (ix) the value of the
Corporation’s common stock or the growth in such value,
(x) the Corporation’s stock price or the growth in such
price, (xi) the Corporation’s return on assets or the
growth on such return, (xii) the Corporation’s total
shareholder return or the growth in such return, (xiii) the
Corporation’s expenses or the reduction of expenses,
(xiv) the Corporation’s sales growth, (xv) the
Corporation’s overhead ratios or changes in such ratios,
(xvi) the Corporation’s expense-to-sales ratios or
changes in such ratios, (xvii) the Corporation’s
economic value added or changes in such value added, or
(xviii) such other financial performance measures deemed
appropriate by the Committee.
13. “Participant” means
a select employee of the Corporation and/or its Subsidiaries who is
selected by the Committee or the Committee’s delegate to
participate in the Plan based upon the employee’s substantial
contributions to the future growth and future profitability of the
Corporation and/or its Subsidiaries.
3
14. “Plan” means the
SunTrust Banks, Inc. Management Incentive Plan as amended and
restated in this document and all amendments thereto.
15. “Plan Year” means a
single calendar year period as set by the Committee which commences
on the first day of such period.
16. “Proportionate Final
Value” means the product of a fraction, the numerator of
which is the actual number of full months in a Plan Year that an
employee was a Participant in the Plan and the denominator of which
is the total number of months in that Plan Year, multiplied by the
Final Value of an Award.
17. “Subsidiary” means
any bank, corporation or entity which the Corporation controls
either directly or indirectly through ownership of fifty percent
(50%) or more of the total combined voting power of all
classes of stock of such bank, corporation or entity, except for
such direct or indirect ownership by the Corporation while the
Corporation or a Subsidiary is acting in a fiduciary capacity with
respect to any trust, probate estate, conservatorship, guardianship
or agency.
18. “Termination Value”
means the value of an Award as determined by the Committee, in its
absolute discretion, upon the early termination of a Plan Year or
upon a Participant’s termination of Employment before the end
of such Plan Year, which value shall be the basis for the payment
of an Award to a Participant, in accordance with Sections 7(B),
7(C), 7(D), 8(A) or 8(B) of the Plan based on the
Participant’s Employment prior to his termination of
Employment or the early termination of such Plan Year.
B. In the construction of the Plan,
the masculine shall include the feminine and the singular shall
include the plural in all instances in which such meanings are
appropriate. The Plan and all agreements executed pursuant to the
Plan shall be governed by the laws of Georgia (excluding its choice
of law rules).
Section
4. Committee
Responsibilities
A. The Committee may, from time to
time, adopt rules and regulations and prescribe forms and
procedures for carrying out the purposes and provisions of the
Plan. The Committee shall have the sole and final authority to
designate Participants, determine Awards, designate the Plan Year,
determine Financial Goals and other goals, determine Final Value of
Awards, and answer all questions arising under the Plan, including
questions on the proper construction and interpretation of the
Plan. Any interpretation, decision or determination made by the
Committee shall be final, binding and conclusive upon all
interested parties, including the Corporation and its Subsidiaries,
Participants and other employees of the Corporation or any
Subsidiary, and the successors, heirs and representatives of all
such persons. The Committee shall use its best efforts to ensure
that Awards to Covered Employees under the Plan qualify as
“performance-based compensation” for purposes of
Section 162(m) of the Code.
B. Subject to the express provisions
of the Plan and no later than the end of the first quarter of a
calendar year (or such time as may be permitted for Awards paid for
such year to be treated as performance-based compensation under
Section 162(m)), the Committee shall:
1. Designate the Plan Year which
shall begin on the first day of such year.
4
2. Designate the Participants for
each such Plan Year.
3. Establish the Financial Goals and
other goals for the Corporation, designated Subsidiaries and
Business Units and Participants for each such Plan Year.
4. Establish the method of
calculating the Final Value of each Award.
5. Authorize management (a) to
notify each Participant that he has been selected as a Participant
and to inform him of the Financial Goals or other goals that have
been established for such Plan Year and (b) to obtain from him
such agreements and powers and designations of beneficiaries as it
shall reasonably deem necessary for the administration of the
Plan.
C. During any Plan Year, the
Committee may, if it determines that it will promote the purpose of
the Plan, designate as additional Participants any employees of the
Corporation and its Subsidiaries who have been hired, transferred
or promoted into a position
