Common use of Involuntary Termination Without Cause, Good Reason, and Retirement Clause in Contracts

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least one Threshold Level of Achievement as provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC 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. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least one Threshold Level of Achievement as provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC 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. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 10 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least one Threshold Level of Achievement as provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC 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. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.or

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least one Threshold Level of Achievement as provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC 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. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.and/

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment with the TFC Group is terminated (A) involuntarily by the Company and/or its Affiliates TFC Group without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to ) or (B) by the Participant or employment agreement, which includes a termination for “good reason” as defined in such an employer-sponsored severance plan or employment agreementagreement that applies to the Participant, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall will continue to be payable in accordance with this Agreement, based upon the attainment of the Absolute Performance Goal and at least one Threshold Level of Achievement as provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, that payment of the Award is contingent upon the Participant’s execution execution, and effectiveness, of a release of claims in favor of the TFC Group, including covenants not to solicit employees or clients of the TFC or its Affiliates Group on terms generally applicable to similarly-situated executives. In executives (the case of a Change of Control“Release and Covenants Agreement”), within sixty (60) days following such termination, and if the Performance Period shall end as Participant declines to execute, revokes, or fails to comply with the terms of the later Release and Covenants Agreement, any unvested or unpaid portion of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall Award will be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v) belowforfeited. A termination shall will be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates TFC Group is on account of the Participant’s (w) conviction or plea of guilty or nolo contendere to a felony; (x) dishonesty, theft theft, or embezzlement; (y) refusal or failure to substantially perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; duties, or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest material breach of TFC or any of its Affiliatesthe Participant’s obligations under any material written agreement or covenant the Participant has entered into with the TFC Group, under any material written policy, program, or code of the TFC Group that is applicable to the Participant, or of Participant’s duties to the TFC Group. The determination of whether termination is for Cause shall will be made by the Administrator (or its designee, to the extent permitted under the Plan)Administrator, and its determination shall will be final and conclusive. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 10 years of service with the TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeitedGroup.

Involuntary Termination Without Cause, Good Reason, and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without “Cause” (as defined below), including a termination where severance benefits become payable under an employer-sponsored plan applicable to the Participant or employment agreement, which includes a termination for “good reason” as defined in such plan or employment agreement, or (B) due to Retirement (as defined below), the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based upon the attainment of the Absolute Threshold Performance Goal and at least one Threshold Level of Achievement as for the Performance Goals provided in Section 2(c) and Exhibit A herein; provided that, if the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause, payment of the Award is contingent upon the Participant’s execution of covenants not to solicit employees or clients of TFC or its Affiliates on terms generally applicable to similarly-situated executives. In the case of a Change of Control, the Performance Period shall end as of the later of the date of the Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, and payment shall be made, within two and one-half (2 ½) months following the later of a Change of Control or the termination of the Participant’s employment due to involuntary termination with Cause or good reason, as provided in Section 5 herein, calculated as provided in Section 2(c)(v2(c)(iv) below. A termination shall be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for TFC or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to TFC or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of TFC 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. The phrase “termination of employment” means a Separation from Service. For purposes of this Award, “Retirement” occurs only when a Participant incurs a Separation from Service on or after the Participant’s attainment of at least age 60 with at least 5 years of service with TFC and/or an Affiliate. If the Participant’s termination of employment is involuntarily by the Company and/or its Affiliates without Cause and the Participant declines to execute reasonable covenants not to solicit employees or clients of TFC or its Affiliates, any unvested portion of the Award will be forfeited.is