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 (including Exhibit A hereto) and in the Plan, ____ 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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (A) the Company’s Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2023 and ending December 31, 2025 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the 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 Performance 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 and Exhibit A), additional or fewer, as applicable, 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, 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 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 Relative ROATCE and Relative TBV Accretion exceed the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period 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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on in the event that (Ai) the Company’s Relative ROATCE Return on Average Tangible Assets (as defined in and calculated in accordance with Exhibit A) for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 20__, December 31, 20__ and December 31, 20__ (each such period fiscal year a “Performance Period” and collectively, the “Performance PeriodPeriods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (Bii) the Grantee remaining remains employed by the Company, or a Subsidiary or Affiliate thereof, through the last day one year anniversary 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 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 The Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed Return on Average Tangible Assets exceeds the threshold levels of Relative ROATCE and Relative TBV Accretion the Performance Measures set forth on Exhibit A with respect to the a Performance Period 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 lawPeriod.

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 (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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (A) the Company’s Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2023 2021 and ending December 31, 2025 2023 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the 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 Performance 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 and Exhibit A), additional or fewer, as applicable, 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, 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 per share (the “Common Stock”), ) for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7 of this Agreement7), the Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed exceeds the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period 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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on in the event that (Ai) the Company’s Relative ROATCE Return on Average Tangible Assets (as defined in and calculated in accordance with Exhibit A) for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 2020, December 31, 2021 and December 31, 2022 (each such period fiscal year a “Performance Period” and collectively, the “Performance PeriodPeriods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (Bii) the Grantee remaining remains employed by the Company, or a Subsidiary or Affiliate thereof, through the last day one year anniversary 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 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 The Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed Return on Average Tangible Assets exceeds the threshold applicable levels of Relative ROATCE and Relative TBV Accretion the Performance Measures set forth on Exhibit A with respect to the a Performance Period 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 lawPeriod.

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 (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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (i) (A) the Company’s Relative ROATCE PTBV Ratio and (B) the Company’s Relative PE Ratio (in each case, as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2023 2022 and ending December 31, 2025 2024 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the 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 Performance 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 and Exhibit A), additional or fewer, as applicable, 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, 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 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections Section 4(b) and 7 of this Agreement)), the Compensation Committee shall (x) determine whether the Company’s Relative ROATCE PTBV Ratio and Relative TBV Accretion PE Ratio exceed the threshold levels of Relative ROATCE PTBV Ratio and Relative TBV Accretion PE Ratio set forth on Exhibit A with respect to the Performance Period and (y) certify whether and to what extent the levels of Relative ROATCE PTBV Ratio and Relative TBV Accretion PE Ratio 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 (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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (A) the Company’s Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2023 2024 and ending December 31, 2025 2026 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the 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 Performance 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 and Exhibit A), additional or fewer, as applicable, 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, 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 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 Relative ROATCE and Relative TBV Accretion exceed the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period 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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on in the event that (Ai) the Company’s Relative ROATCE Return on Average Tangible Assets (as defined in and calculated in accordance with Exhibit A) for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 2019, December 31, 2020 and December 31, 2021 (each such period fiscal year a “Performance Period” and collectively, the “Performance PeriodPeriods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (Bii) the Grantee remaining remains employed by the Company, or a Subsidiary or Affiliate thereof, through the last day one year anniversary 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 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 The Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed Return on Average Tangible Assets exceeds the threshold applicable levels of Relative ROATCE and Relative TBV Accretion the Performance Measures set forth on Exhibit A with respect to the a Performance Period 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 lawPeriod.

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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on in the event that (Ai) the Company’s Relative ROATCE Return on Average Tangible Assets (as defined in and calculated in accordance with Exhibit A) for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 2018, December 31, 2019 and December 31, 2020 (each such period fiscal year a “Performance Period” and collectively, the “Performance PeriodPeriods”) is equal to or greater than those levels set forth in the Performance Measures attached hereto as Exhibit A and (Bii) the Grantee remaining remains employed by the Company, or a Subsidiary or Affiliate thereof, through the last day one year anniversary 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 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 The Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed Return on Average Tangible Assets exceeds the threshold levels of Relative ROATCE and Relative TBV Accretion the Performance Measures set forth on Exhibit A with respect to the a Performance Period 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 lawPeriod.

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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on in the event that (Ai) the Company’s Relative ROATCE 's Return on Average Tangible Assets (as defined in and calculated in accordance with Exhibit A) for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 2015, December 31, 2016 and December 31, 2017 (each such period the “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 (Bii) the Grantee remaining remains employed by the Company, or a Subsidiary or Affiliate thereof, through the last day one year anniversary 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 1(a) and Exhibit A), additional or fewer, as applicable, 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”"), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. 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 The Compensation Committee shall (x) determine certify, which certification may be reflected in the minutes of a meeting of the Compensation Committee, whether the Company’s Relative ROATCE and Relative TBV Accretion exceed 's Return on Average Tangible Assets exceeds the threshold levels of Relative ROATCE and Relative TBV Accretion the Performance Measures set forth on Exhibit A with respect to the a Performance Period 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 lawPeriod.

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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) which may be earned by the Grantee based on (A) in the event that the Company’s Relative ROATCE 's audited fully diluted earnings per share (as defined in and calculated in accordance with Exhibit A"FDEPS") for each of the period commencing on January 1, 2023 and ending fiscal years ended December 31, 2025 2014, December 31, 2015 and December 31, 2016 (each such period the “fiscal year a "Performance Period”" and collectively, the "Performance Periods") and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the last day of exceed those levels set forth in 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 (Measures attached hereto 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 Performance 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 1(a) and Exhibit A), additional or fewer, as applicable, 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, including after application of the TSR Modifier (as defined in, and calculated in accordance with, Exhibit A) 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 $1.00 per share (the “"Common Stock”), ") for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following Each share of Common Stock issued to the completion Grantee in settlement of a Performance Unit (the Performance Period (or earlier "Restricted Stock") shall be subject to the further restrictions set forth in accordance with Sections 4(bthis Agreement, including Section 1(c) and 7 of this Agreement), the Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period 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 (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) 50% of the Target Amount of Performance Units (the “ROATCE Tranche”) may be earned by the Grantee based on (A) the Company’s Relative ROATCE (as defined in and calculated in accordance with Exhibit A) for the period commencing on January 1, 2023 2022 and ending December 31, 2025 2024 (such period the “Performance Period”) and (B) the Grantee remaining employed by the Company, or a Subsidiary or Affiliate thereof, through the 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 Performance 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 and Exhibit A), additional or fewer, as applicable, 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, 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 per share (the “Common Stock”), for each Performance Unit that is earned by the Grantee pursuant to the terms of this Agreement. As soon as practicable following the completion of the Performance Period (or earlier in accordance with Sections 4(b) and 7 of this Agreement7), the Compensation Committee shall (x) determine whether the Company’s Relative ROATCE and Relative TBV Accretion exceed the threshold levels of Relative ROATCE and Relative TBV Accretion set forth on Exhibit A with respect to the Performance Period 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.