Exhibit 10.8
TD BANKNORTH INC.
2005 PERFORMANCE BASED RESTRICTED SHARE UNIT
PLAN
AMENDED AND RESTATED PARTICIPATION
AGREEMENT
1. The Award.
Pursuant and subject to the provisions of the Plan, TD Banknorth
has made an Award to ___(the “Participant”) as
follows:
|
|
|
|
|
|
|
March 1,
2005
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 1,
2008
|
|
|
|
|
|
|
|
|
Share Price Used to Determine Number of
Units:
|
|
$40.78
|
|
|
|
|
2. Participant’s
Agreement to be Bound. This Award is subject to the
agreement of the Participant to be bound by the Plan (which
includes this Participation Agreement).
3. Defined Terms.
Defined terms in the Plan shall have the same meaning when used
herein. In the event of any inconsistency between the terms of the
Plan and this document, the terms of the Plan shall
govern.
4. Performance
Target
(i) Performance Target for Year One. The
Performance Target to be used for calculating Year One Units is EPS
for fiscal 2005 that is 10% greater than the EPS reported for
fiscal 2004, as set forth in Section 5(i) below. The Performance
Target for calculating Year One Units shall be calculated in the
manner set forth in Section 7 below.
(ii) Performance Target for Year Two and Year
Three. The Performance Target to be used for calculating
Year Two Units and Year Three Units will be determined by the
Committee each year, in its sole discretion, in accordance with the
terms of the Plan. Once determined by the Committee, the
Administrator will advise the Participant, in writing, of the
Performance Target to be used in Year Two and Year Three of the
Particular Award in accordance with the terms of the
Plan.
5.
Performance Factor . The Performance Factor is a
multiple that is determined by comparing the Performance Result and
the Performance Target pursuant to the formula determined by the
Committee each year of the Award.
(i) Performance Factor For Year One. The
Performance Factor for Year One of the Award will be a multiple
which is equal to the percentage shown opposite the applicable
Percentage Growth line below for the year in which the Units are
being determined. For example, if EPS for TD Banknorth for Year One
was $2.47, and therefore 7% greater than EPS for the previous year,
the Performance Factor shall be 91%. If the Performance Result for
2005 is EPS between $2.43 and $2.66 per share, but the EPS is not
shown in the table below, the Performance Factor shall be pro-rated
between the Performance Factors related to the next higher and
lower EPS figures. For example, if the Performance Result for 2005
is EPS of $2.48, the Performance Factor shall be pro-rated between
the Performance Factors for EPS of $2.47 and $2.49 in the table
below, for a Performance Factor of 92.5%. The Performance Factor is
then multiplied by one-third of the number of Initial Units to
determine the Number of Year One Units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PERFORMANCE
|
|
PERFORMANCE
|
|
|
|
|
|
|
|
|
|
TARGET:
|
|
TARGET:
|
|
|
|
|
|
|
ILLUSTRATIVE
|
|
PERCENTAGE
|
|
2005
|
|
|
PERFORMANCE
|
|
NUMBER OF
|
|
GROWTH IN EPS
|
|
EPS
|
|
|
FACTOR
|
|
YEAR ONE UNITS(1)
|
|
|
|
$
|
2.40
|
|
|
|
85
|
%
|
|
|
85
|
|
|
|
|
$
|
2.43
|
|
|
|
85
|
%
|
|
|
85
|
|
|
|
|
$
|
2.45
|
|
|
|
88
|
%
|
|
|
88
|
|
|
|
|
$
|
2.47
|
|
|
|
91
|
%
|
|
|
91
|
|
|
|
|
$
|
2.49
|
|
|
|
94
|
%
|
|
|
94
|
|
|
|
|
$
|
2.52
|
|
|
|
97
|
%
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.54
|
|
|
|
100
|
%
|
|
|
100
|
|
|
|
|
$
|
2.56
|
|
|
|
103
|
%
|
|
|
103
|
|
|
|
|
$
|
2.59
|
|
|
|
106
|
%
|
|
|
106
|
|
|
|
|
$
|
2.61
|
|
|
|
109
|
%
|
|
|
109
|
|
|
|
|
$
|
2.63
|
|
|
|
112
|
%
|
|
|
112
|
|
|
|
|
$
|
2.66
|
|
|
|
115
|
%
|
|
|
115
|
|
|
|
|
$
|
2.68
|
|
|
|
115
|
%
|
|
|
115
|
|
|
(1)
|
|
Based on an
assumed Award of 300 Initial Units, which is for illustrative
purposes only.
|
(ii) Performance Factor for Year Two and Year
Three . The formula or the grid to be used to calculate the
Performance Factor to be used in Year Two and Year Three of the
Award will be determined by the Committee in its sole discretion in
accordance with the terms of the Plan. For example, in Year Two,
the Committee may determine that
