Common use of Grant of Performance Units Clause in Contracts

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 20__, December 31, 20__ and December 31, 20__ (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets exceeds the threshold levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), (i) which 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee in the event that based on (iA) the Company’s Return on Average Tangible Assets Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for each of the fiscal years ended period commencing on January 1, 2024 and ending December 31, 20__, December 31, 20__ and December 31, 20__ 2026 (each such fiscal year a period the “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (iiB) the Grantee remains remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary last day of the Performance Period, and (ii) 50% of the Target Amount of Performance Units (the “TBV Tranche”) may be earned by the Grantee based on (A) the Company’s Relative TBV Accretion (as defined in, and calculated in accordance with, Exhibit A) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) 1 and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement Agreement, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) shall be ____ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 par value per share (the "“Common Stock"”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7 of this Agreement), the Compensation Committee shall (x) determine whether the Company’s Return on Average Tangible Assets exceeds Relative ROATCE and Relative TBV Accretion exceed the threshold levels of the Performance Measures Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to a the Performance PeriodPeriod and (y) certify whether and to what extent the levels of Relative ROATCE and Relative TBV Accretion have been achieved and the number of Performance Units that the Grantee shall earn, if any, and the extent of the TSR Modifier. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), (i) which 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee in the event that based on (iA) the Company’s Return on Average Tangible Assets Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for each of the fiscal years ended period commencing on January 1, 2023 and ending December 31, 20__, December 31, 20__ and December 31, 20__ 2025 (each such fiscal year a period the “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (iiB) the Grantee remains remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary last day of the Performance Period, and (ii) 50% of the Target Amount of Performance Units (the “TBV Tranche”) may be earned by the Grantee based on (A) the Company’s Relative TBV Accretion (as defined in, and calculated in accordance with, Exhibit A) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) 1 and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement Agreement, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) shall be ____ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 par value per share (the "“Common Stock"”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7 of this Agreement), the Compensation Committee shall (x) determine whether the Company’s Return on Average Tangible Assets exceeds Relative ROATCE and Relative TBV Accretion exceed the threshold levels of the Performance Measures Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to a the Performance PeriodPeriod and (y) certify whether and to what extent the levels of Relative ROATCE and Relative TBV Accretion have been achieved and the number of Performance Units that the Grantee shall earn, if any, and the extent of the TSR Modifier. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which , the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), the Target Amount of Performance Units may be earned by the Grantee in the event that based on (i) (A) the Company’s Return on Average Tangible Assets Relative PTBV Ratio and (B) the Company’s Relative PE Ratio (in each case, as defined in and calculated in accordance with Exhibit A) for each of the fiscal years ended period commencing on January 1, 2022 and ending December 31, 20__, December 31, 20__ and December 31, 20__ 2024 (each such fiscal year a period the “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) 1 and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of fewer Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum but may not be a higher number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 par value per share (the "“Common Stock"”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The As soon as practicable following the completion of the Performance Period (or earlier in accordance with Section 4(b)), the Compensation Committee shall (x) determine whether the Company’s Return on Average Tangible Assets exceeds Relative PTBV Ratio and Relative PE Ratio exceed the threshold levels of the Performance Measures Relative PTBV Ratio and Relative PE Ratio set forth on Exhibit A with respect to a the Performance PeriodPeriod and (y) certify whether and to what extent the levels of Relative PTBV Ratio and Relative PE Ratio have been achieved and the number of Performance Units that the Grantee shall earn, if any. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “"Target Amount of Performance Units”") (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s 's Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 20__2015, December 31, 20__ 2016 and December 31, 20__ 2017 (each such fiscal year a “"Performance Period” " and collectively, the “"Performance Periods”") is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “"Required Employment Period”"); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “"Maximum Amount of Performance Units”"). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine certify, which certification may be reflected in the minutes of a meeting of the Compensation Committee, whether the Company’s 's Return on Average Tangible Assets exceeds the threshold levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) one or both of the Company’s Return on Average Tangible Assets (as defined in Exhibit A) Performance Measures for each of the fiscal years ended December 31, 20__2020, December 31, 20__ 2021 and December 31, 20__ 2022 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A are achieved and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be _be__ (the “Maximum Amount of Performance Units”). Pursuant to Subject to, and in accordance with, the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets performance exceeds the threshold applicable levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) one or both of the Company’s Return on Average Tangible Assets (as defined in Exhibit A) Performance Measures for each of the fiscal years ended December 31, 20__2019, December 31, 20__ 2020 and December 31, 20__ 2021 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A are achieved and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one Exhibit 10.3 year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to Subject to, and in accordance with, the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets performance exceeds the threshold applicable levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ [ ] Performance Units (the “"Target Amount of Performance Units”") (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets 's audited fully diluted earnings per share (as defined in Exhibit A"FDEPS") for each of the fiscal years ended December 31, 20__2014, December 31, 20__ 2015 and December 31, 20__ 2016 (each such fiscal year a “"Performance Period” " and collectively, the “"Performance Periods”") is equal to or greater than exceed those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”)A; provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 5 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ [ ] (the “"Maximum Amount of Performance Units”"). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), ) for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee Each share of Common Stock issued to the Grantee in settlement of a Performance Unit (the "Restricted Stock") shall determine whether be subject to the Company’s Return on Average Tangible Assets exceeds the threshold levels of the Performance Measures further restrictions set forth on Exhibit A with respect to a Performance Periodin this Agreement, including Section 1(c) of this Agreement.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), (i) which 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee in the event that based on (iA) the Company’s Return on Average Tangible Assets Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for each of the fiscal years ended period commencing on January 1, 2021 and ending December 31, 20__, December 31, 20__ and December 31, 20__ 2023 (each such fiscal year a period the “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (iiB) the Grantee remains remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary last day of the Performance Period, and (ii) 50% of the Target Amount of Performance Units (the “TBV Tranche”) may be earned by the Grantee based on (A) the Company’s Relative TBV Accretion (as defined in, and calculated in accordance with, Exhibit A) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) 1 and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement Agreement, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) shall be ____ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 par value per share (the "“Common Stock"), ”) for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7), the Compensation Committee shall (x) determine whether the Company’s Return on Average Tangible Assets Relative ROATCE and Relative TBV Accretion exceeds the threshold levels of the Performance Measures Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to a the Performance PeriodPeriod and (y) certify whether and to what extent the levels of Relative ROATCE and Relative TBV Accretion have been achieved and the number of Performance Units that the Grantee shall earn, if any, and the extent of the TSR Modifier. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 20__2019, December 31, 20__ 2020 and December 31, 20__ 2021 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to Subject to, and in accordance with, the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets exceeds the threshold applicable levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 20__2018, December 31, 20__ 2019 and December 31, 20__ 2020 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets exceeds the threshold levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan) which may be earned by the Grantee in the event that (i) the Company’s Return on Average Tangible Assets (as defined in Exhibit A) for each of the fiscal years ended December 31, 20__2020, December 31, 20__ 2021 and December 31, 20__ 2022 (each such fiscal year a “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (ii) the Grantee remains employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary of the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement shall be ___ (the “Maximum Amount of Performance Units”). Pursuant to Subject to, and in accordance with, the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, $1.00 par value per share (the "Common Stock"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The Compensation Committee shall determine whether the Company’s Return on Average Tangible Assets exceeds the threshold applicable levels of the Performance Measures set forth on Exhibit A with respect to a Performance Period.

Grant of Performance Units. The Company hereby grants to the Grantee, subject to the terms and conditions set forth in this Agreement (including Exhibit A hereto) and in the Plan, ____ Performance Units (the “Target Amount of Performance Units”) (subject to adjustment under Section 4.2 of the Plan, the “Target Amount of Performance Units”). Subject to the terms of this Agreement (including Exhibit A), (i) which 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee in the event that based on (iA) the Company’s Return on Average Tangible Assets Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for each of the fiscal years ended period commencing on January 1, 2022 and ending December 31, 20__, December 31, 20__ and December 31, 20__ 2024 (each such fiscal year a period the “Performance Period” and collectively, the “Performance Periods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (iiB) the Grantee remains remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the one year anniversary last day of the Performance Period, and (ii) 50% of the Target Amount of Performance Units (the “TBV Tranche”) may be earned by the Grantee based on (A) the Company’s Relative TBV Accretion (as defined in, and calculated in accordance with, Exhibit A) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of the applicable Performance Period (the “Required Employment Period”); provided that to the extent that the Grantee vests in greater or less than one hundred percent (100%) of the Target Amount of Performance Units (as provided for in this Section 1(a) 1 and Exhibit A), additional or fewer, as applicable, Performance Units than the Target Amount of Performance Units will be issued to the Grantee hereunder. For purposes of clarity and for the avoidance of doubt, the actual number of Performance Units earned by the Grantee pursuant to this Agreement may be a higher or lower number of Performance Units than the Target Amount of Performance Units. Subject to adjustment under Section 4.2 of the Plan and as provided for in Section 3 of this Agreement, the maximum number of Performance Units that the Grantee may earn under this Agreement Agreement, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) shall be ____ (the “Maximum Amount of Performance Units”). Pursuant to the terms of Section 1(b) of this Agreement, the Company shall issue to the Grantee one share of the Company's common stock, par value $1.00 par value per share (the "“Common Stock"”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. The As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7), the Compensation Committee shall (x) determine whether the Company’s Return on Average Tangible Assets exceeds Relative ROATCE and Relative TBV Accretion exceed the threshold levels of the Performance Measures Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to a the Performance PeriodPeriod and (y) certify whether and to what extent the levels of Relative ROATCE and Relative TBV Accretion have been achieved and the number of Performance Units that the Grantee shall earn, if any, and the extent of the TSR Modifier. Such certification shall be final, conclusive and binding on the Grantee and on all other persons, to the maximum extent permitted by law.