Exhibit
10.1
BB&T
CORPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
Restricted Stock
Unit Agreement
(Employee)
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Name of Participant:
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<<First Name>>
<<MI>> <<Last Name>>
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Grant Date:
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____________, 20___
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Number of Shares Subject to Award:
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<<Number of RSUs>>
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Date Vested:
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____________, 20___
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THIS AGREEMENT (the
“ Agreement ”), made
effective as of ____________, 20___ (the “ Grant Date
”), between BB&T CORPORATION, a North Carolina
corporation (“ BB&T ”), and <<First
Name>> <<MI>> <<Last Name>>, an
Employee (the “ Participant ”).
RECITALS
:
BB&T desires to carry out the
purposes of the BB&T Corporation Amended and Restated 2004
Stock Incentive Plan, as it may be amended and/or restated (the
“ Plan ”), by affording the Participant an
opportunity to acquire shares of BB&T Common Stock, $5.00 par
value per share (the “ Common Stock ”), as
hereinafter provided.
In consideration of the foregoing,
of the mutual promises set forth below and of other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Incorporation of
Plan . The rights and duties of BB&T and the
Participant under this Agreement shall in all respects be subject
to and governed by the provisions of the Plan, the terms of which
are incorporated herein by reference. In the event of any conflict
between the provisions in the Agreement and those of the Plan, the
provisions of the Plan shall govern. Unless otherwise provided
herein, capitalized terms in this Agreement shall have the same
definitions as set forth in the Plan.
2. Grant of Restricted
Stock Unit . Subject to the terms of this Agreement and the
Plan, BB&T hereby grants the Participant a Restricted Stock
Unit (the “ Award ”) for
<<Number of RSUs>> whole shares of Common Stock
(the “ Shares ”). The “
Restriction Period ” is the period beginning on the
Grant Date and ending on such date or dates, and satisfaction of
such conditions, as described in Section 3 and Section 4 herein.
For the purposes herein, the Shares subject to the Award are units
that will be reflected in a book account maintained by BB&T and
that will be settled in whole shares of Common Stock, if and to the
extent permitted pursuant to this Agreement and the Plan. Prior to
distribution of the Shares upon vesting of the Award, the Award
shall represent an unsecured obligation of BB&T, payable (if at
all) only from BB&T’s general assets.
3. Vesting of Award
. Subject to the terms of the Plan and the Agreement (including
but not limited to the provisions of Section 4 and Section 5
herein), the Award shall be deemed 100% vested and earned on the
fifth-year anniversary of the Grant Date. The Administrator has
sole authority to determine whether and to
what degree the Award has vested and is payable and to interpret
the terms and conditions of this Agreement and the Plan.
4. Termination of
Employment; Forfeiture of Award; Effect of Change of
Control .
(a) Except as may be
otherwise provided in the Plan or Section 4(b) of the Agreement, in
the event that the employment of the Participant with BB&T or
an Affiliate terminates for any reason and the Award has not vested
pursuant to Section 3, then the Award, to the extent not vested as
of the Participant’s termination of employment date, shall be
forfeited immediately upon such termination, and the Participant
shall have no further rights with respect to the Award or the
Shares underlying the Award. The Administrator (or its designee, to
the extent permitted under the Plan) shall have sole discretion to
determine if a Participant’s rights have terminated pursuant
to the Plan and this Agreement, including but not limited to the
authority to determine the basis for the Participant’s
termination of employment. The Participant expressly
acknowledges and agrees that, except as otherwise provided herein,
the termination of the Participant’s employment shall result
in forfeiture of the Award and the underlying Shares to the extent
the Award has not vested as of the Participant’s termination
of employment date . For the avoidance of doubt, the phrase
“termination of employment” means a Separation from
Service.
(b) Notwithstanding the
provisions of Section 3 and Section 4(a), the following provisions
shall apply if any of the following shall occur prior to the
fifth-year anniversary of the Grant Date:
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(i)
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Involuntary Termination Without Cause
. In the event that the
Participant’s employment with BB&T or an Affiliate is
involuntarily terminated for reasons other than Cause (as defined
herein), the Award shall become fully vested as of the
Participant’s termination of employment date without regard
to the vesting schedule set forth in Section 3 herein. For purposes
of this Agreement, a termination shall be for “Cause”
if the termination is on account of the Participant’s (a)
dishonesty, theft or embezzlement; (b) refusal or failure to
perform the Participant’s assigned duties for BB&T or an
Affiliate in a satisfactory manner; or (c) engaging in any conduct
that could be materially damaging to BB&T or its Affiliates
without a reasonable good faith belief that such conduct was in the
best interest of BB&T or any of its Affiliates. The
determination of whether termination is for Cause shall be made by
the Administrator (or its designee, to the extent permitted under
the Plan), and its determination shall be final and
conclusive.
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(ii)
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Death . In the event that
the Participant remains in the continuous employ of BB&T or an
Affiliate from the Grant Date until the Participant’s death,
the Award shall become fully vested as of the date of death without
regard to the vesting schedule set forth in Section 3 herein.
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(iii)
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Disability. In the event that the Participant
remains in the
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continuous employ of BB&T or an Affiliate
from the Grant Date
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until the date of the Participant’s
Disability (as determined by the
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Administrator or its designee in accordance
with the Plan and, if
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applicable, Section 409A) the Award shall
become fully vested as of
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the Participant’s Separation from
Service on account of Disability
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without regard to the vesting schedule set
forth in Section 3 herein.
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(iv)
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Change of Control.
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(A)
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In the event that there is “Change of
Control,” as defined in
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Section 4(b)(iv)(B), of BB&T subsequent to
the date hereof,
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the Award shall be payable in accordance with
this
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Agreement and (subject to Section 4(b)(iv)(C)
herein)
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become fully vested as of the effective date
of such event
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without regard to the vesting schedule set
forth in Section 3
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herein.
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(B)
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For purposes of this Section 4(b)(iv), a
“ Change of
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Control ” will be deemed to have
occurred on the earliest of
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the following dates: (i) the date any person
or group of
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persons (as defined in Section 13(d) and 14(d)
of the
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Securities Exchange Act of 1934, as amended
(the
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“ Exchange Act ”)),
together with its affiliates, excluding
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employee benefit plans of BB&T and its
Affiliates, is or
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becomes, directly or indirectly, the
“beneficial owner” (as
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defined in Rule 13d-3 promulgated under the
Exchange Act)
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of securities of BB&T representing thirty
percent (30%) or
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more of the combined voting power of
BB&T’s then
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outstanding securities; or (ii) the date when,
as a result of a
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tender offer or exchange offer for the
purchase of securities
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of BB&T (other than such an offer by
BB&T for its own
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securities), or as a result of a proxy
contest, merger,
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consolidation or sale of assets, or as a
result of any
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combination of the foregoing, individuals who
at the
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beginning of any consecutive twelve- (12-)
month period
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during the Restriction Period of the Award
constituted
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BB&T’s Board, plus new directors
whose election or
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nomination for election by BB&T’s
shareholders is
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approved by a vote of at least two-thirds of
the directors still
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in office who were directors at the beginning
of such twelve-
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(12-) month period (collectively, the “
Continuing
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Directors ”), cease for any
reason during such twelve- (12-)
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month period to constitute at least two-thirds
of the members
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of such board of directors; (iii) the date the
shareholders of
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BB&T approve an agreement for the sale or
disposition by
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BB&T of all or substantially all of
BB&T’s assets within the
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meaning of Section 409A; or (iv) the date that
any one
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