PERFORMANCE STOCK AGREEMENT
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. Executive Stock Plan ("Plan") has made
the following 5 Performance Stock grants ("Grants") to _______________
("Grantee") as an incentive for Grantee to promote the interest of SunTrust and
its Subsidiaries:
Grant 1 ________________ Shares
Grant 2 ________________ Shares
Grant 3 ________________ Shares
Grant 4 ________________ Shares
Grant 5 ________________ Shares
TOTAL ________________ Shares
This Performance Stock Agreement evidences these Grants, and these Grants have
been made subject to all the terms and conditions set forth on the reverse side
of this Performance Stock Agreement and in the Plan. These Grants have been
made as of February 11, 1992 ("Grant Date").
SUNTRUST BANKS, INC.
_______________________________
Authorized Officer
ACKNOWLEDGMENT
Grantee hereby acknowledges the receipt of this Performance Stock Agreement.
_______________________________________________
Grantee Date
TERMS AND CONDITIONS OF PERFORMANCE STOCK GRANTED ON FEBRUARY 11, 1992
1. Grants. All of the Grants have been made subject to all the terms and
conditions set forth in the Plan and in this Performance Stock Agreement.
2. Average Stock Price Conditions. A grant shall be awarded under this
Performance Stock Agreement on the first date (which comes before the earlier
of the fifth anniversary of the Grant Date or the date the Grantee's employment
terminates for any reason whatsoever) that the average closing price for a share
of Stock (as accurately reported in The Wall Street Journal or any successor
selected by the Committee) over 20 consecutive trading days (on the New York
Stock Exchange or any successor exchange on which Stock is traded) equals or
exceeds the average stock price condition for such grant as follows:
Grants Average Stock Price Condition
Grant 1 $ 45.60
Grant 2 53.20
Grant 3 60.80
Grant 4 68.40
Grant 5 76.00
However, if a grant fails to satisfy the related average stock price condition
before the earlier of the fifth anniversary of the Grant Date or the date the
Grantee's employment terminates for any reason whatsoever, such grant
automatically shall be forfeited as of the earlier of such fifth anniversary of
the Grant Date or the date his employment terminates. If a grant is awarded to
Grantee under this 2, he thereafter shall be eligible to receive the dividends,
if any, paid with respect to the Stock subject to such grant and to vote such
Stock (to the same extent he would have been entitled to receive such dividends
and to vote such Stock if he had purchased such Stock on the date the
underlying grant is awarded to him) in accordance with the terms and conditions
set forth in the Plan (including any dividend deferral election available under
the Plan) respecting dividends and voting until the date he either forfeits his
interest in such grant under this Performance Stock Agreement or such shares of
Stock are transferred to him under 3 or 4.
3. Service Conditions.
(a) All of the Grants have been made subject to a service condition, and Grantee
shall satisfy such condition with respect to each grant if he remains in the
continuous employ of SunTrust and its Subsidiaries from the Grant Date through
the earlier of the date he reaches age 64 or the 15th anniversary of the date
such grant is awarded to him under 2 and, if he fails to satisfy such service
condition with respect to any such grant, he shall forfeit his interest in such
grant unless (1) the Committee waives this service condition at the time his
employment actually terminates or (2) the Grantee as employment with SunTrust
and its Subsidiaries terminates by reason of his death or his disability (as
determined by the Committee using a standard which is no less rigorous than the
standard for disability described in Section 22(e)(3) of the Code).
(b) Any interest in a grant of Performance Stock which the Grantee does not
forfeit under 2 or 3(a) shall be transferred to the Grantee free of any
forfeiture conditions under the Plan as soon as practicable after the service
condition under 3(a) no longer applies; provided, however, if the Committee at
any time before such transfer reasonably determines that the Grantee might have
violated any applicable civil or criminal law or did violate the written Code of
Conduct or Code of Ethics for officers and employees of SunTrust and its
Subsidiaries, the Committee shall have the right to completely forfeit Grantee's
interest in the Stock underlying all his Grants of Performance Stock without
regard to whether (i) the Grantee has satisfied the service condition set forth
in 3(a) before the date the Committee makes such determination or (ii) the
Grantee's employment is (or might have been) terminated as a result of such
conduct.
4. Change in Control.
(a) If the service condition set forth in 3 has not been satisfied by the
Grantee on the date there is a change in control (as defined in 4(b)) of
SunTrust, 3(a) shall cease to apply to the Grants on the date of such "change
in control", and any interest in a grant of Performance Stock which had been
awarded to the Grantee under 2 on or before the date of such "change in
control" shall be transferred to him as soon as practicable after such date and
any interest in a grant of Performance Stock which thereafter is awarded to the
Grantee under 2 shall be transferred to him as soon as practicable after the
date such grant is awarded to him under 2.
(b) The term "change in control" for purposes of this 4 shall mean a change in
control of SunTrust 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 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ (▇▇ ▇▇▇) as in effect on February 11, 1992,
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 12(d) and 14(d)(2) of
the 34 Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under
the 34 Act) directly or indirectly, of securities representing 20% or more of
the combined voting power for election of directors of the then outstanding
securities of SunTrust or any successor of SunTrust; (ii) during any period of
two consecutive years or less, individuals who at the beginning of such period
constituted the Board cease, for any reason, to constitute at least a majority
of the Board, 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 SunTrust approve any merger, consolidation or share exchange as
a result of which stock shall be changed, converted or exchanged (other than a
merger with a wholly-owned subsidiary of SunTrust) or any liquidation of
SunTrust or any sale or other disposition of 50% or more of the assets or
business of SunTrust; or (iv) the shareholders of SunTrust approve any
merger or consolidation to which SunTrust is a party or a share exchange in
which SunTrust shall exchange its shares for shares of another corporation as a
result of which the persons who were shareholders of SunTrust immediately prior
to the effective date of the merger, consolidation or share exchange shall have
beneficial ownership of less than 50% of the combined voting power for election
of directors of the surviving corporation following the effective date of such
merger, consolidation or share exchange; provided, however, and notwithstanding
the occurrence of any of the events described above, that no "change in control"
shall be deemed to have occurred under this 4 if, prior to such time as a
"change in control" would otherwise be deemed to have occurred, the Board
determines otherwise.
5. Withholding. The Committee shall have the right to reduce the number of
shares of Stock actually transferred to the Grantee to satisfy the minimum
applicable tax withholding requirements, and the Grantee shall have the right
(absent any such action by the Committee and subject to satisfying the
requirements, if any, under Rule 16b-3) to elect that the minimum applicable tax
withholding requirements be satisfied through a reduction in the number of
shares of Stock transferred to him.
6. Nontransferable. No rights granted under the Plan or this Performance
Stock Agreement shall be transferable by the Grantee other than by will or by
the laws of descent and distribution, and the person or persons to whom such
rights are so transferred shall be treated as the Grantee under this
Performance Stock Agreement.
7. Employment and Termination. Nothing in the Plan or this Performance Stock
Agreement or any related material shall give the Grantee the right to continue
in employment by SunTrust or by a Subsidiary or adversely affect the right of
SunTrust or a Subsidiary to terminate the Grantee as employment with or without
cause at any time.
8. Other Laws. SunTrust shall have the right to refuse to issue or transfer
any Stock under this Performance Stock Agreement if SunTrust acting in its
absolute discretion determines that the issuance or transfer of such Stock
might violate any applicable law or regulation.
9. Securities Registration. The Grantee may be requested by SunTrust to hold
any shares of Stock transferred to him under this Performance Stock Agreement
for personal investment and not for purposes of resale or distribution to the
public; and the Grantee shall, if so requested by SunTrust, deliver a certified
statement to that effect to SunTrust as a condition to the transfer of such
Stock to the Grantee.
10. Miscellaneous.
(a) A mere transfer of employment between SunTrust and a Subsidiary shall not
be deemed a termination of employment under the Plan or this Performance Stock
Agreement.
(b) This Performance Stock Agreement shall be subject to all of the provisions,
definitions, terms and conditions set forth in the Plan, all of which are
incorporated by this reference in this Performance Stock Agreement except that
under this agreement the term Performance Stock Agreement under the Plan shall
mean Restricted Stock Agreement under the Plan and Performance Stock shall mean
Restricted Stock.
(c) The Plan and this Performance Stock Agreement shall be governed by the laws
of the State of Georgia.
(d) The Grantee as entire interest in the Performance Stock underlying the
Grants shall (without regard to 2, 3 or 4) be available to satisfy the claims of
SunTrust as creditors if SunTrust (on any date before such interests are
actually transferred under 3(b) to the Grantee) is generally not paying its
debts as such debts become due (other than debts that are the subject of a bona
fide dispute) or if an order for relief is entered against SunTrust in a
bankruptcy case commenced by or against it under the United States Bankruptcy
Code, or if SunTrust is the debtor in any proceeding commenced under any other
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar debtor relief law in which SunTrust is alleged to be
insolvent or otherwise unable to pay its debts as such debts become due, and
the Grantee shall forfeit his interest in such Stock and such Grants as of such
date.
PERFORMANCE STOCK AGREEMENT
FIRST AMENDMENT
EFFECTIVE FEBRUARY 10, 1998
The terms and conditions set forth in the SunTrust Banks, Inc. Performance
Stock Agreement(s) (the "Agreement(s)") entered into with _____________________
under the Executive Stock Plan (the "Plan"), are hereby amended, effective as of
February 10, 1998, as set forth below.
Performance Stock Granted in 1990
Grant #1 Award _____________ Shares
Grant #2 Award _____________ Shares
Grant #3 Award _____________ Shares
Grant #4 Award _____________ Shares
Grant #5 Award _____________ Shares
Performance Stock Granted in 1992
Grant #1 Award _____________ Shares
Any term which is not defined below shall have the meaning set forth in the
Agreement(s).
1. The Agreement(s) is hereby amended by adding a Section 3.A thereto as
follows:
3.A Phantom Stock Units.
(a) As of February 10, 2000 (the Conversion Date), an aggregate of ________
shares of Performance Stock previously awarded to the Grantee and with respect
to which the relevant stock price condition set forth in 2 has been satisfied
(such number of shares being set forth above and hereinafter referred to as the
"Converted Shares") shall be converted into "Phantom Stock Units" (as described
below) at the rate of one Phantom Stock Unit per Converted Share; provided,
however, that no such conversion shall occur if, prior to the Conversion Date,
(1) the Grantee's employment with SunTrust and its Subsidiaries shall have
terminated for any reason or (2) a "Change in Control" (as defined in 4) shall
have occurred.
(b) The value of each Phantom Stock Unit shall at all times be equal to the
value of a share of Stock. As of the Conversion Date, such Phantom Stock Units
shall be fully vested and no longer subject to the conditions of 3 hereof.
Payment in respect of such Phantom Stock Units shall be made to the Grantee in
shares of Stock upon the earlier to occur of (1) the date on which the Grantee
would otherwise have satisfied the conditions of 3(a) hereof with respect to
the Converted Shares and (2) the date of occurrence of a "Change in Control."
(c) Upon the payment of dividends with respect to shares of Stock, the
Grantee will be entitled to receive, with respect to each Phantom Stock Unit
held by such Grantee, a cash payment equal to the dividend the Grantee would
have received had such Phantom Stock Unit been a share of Stock.
SUNTRUST BANKS, INC.
By: _______________________________
Authorized Officer
ACKNOWLEDGMENT
I hereby approve the First Amendment to the Performance Stock Agreement(s) set
forth under the Executive Stock Plan.
__________________________________________________ _______________
Grantee Date