Common use of Period of Restriction and Vesting Provisions Clause in Contracts

Period of Restriction and Vesting Provisions. (a) The Period of Restriction is the period beginning on January 1, 2014, and ending on December 31, 2016. (b) Except as provided in this Agreement, the Employee’s Performance Share Units will vest only upon the Employee’s continued employment through the date that such Performance Share Units are paid after the expiration of the Period of Restriction, provided that the Committee certifies the Performance Goals for the Period of Restriction have been achieved as set forth in Appendix A, attached to this Agreement. Appendix A shall set forth the applicable Performance Goals and a “Threshold,” “Target,” and “Maximum” performance levels and payout percentages. If the Performance Goals are achieved at a level that is below Threshold, the number of Performance Share Units to be paid will be 0. If the Performance Goals are achieved at a level that is equal to Threshold, the amount of Performance Share Units to be paid will be 50% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Target, the amount of Performance Share Units to be paid will be 100% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Maximum, the Performance Share Units to be paid will be 150% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that either is between Threshold and Target, or between Target and Maximum, the amount of Performance Share Units that will be paid will be equal to an amount that is linearly interpolated between the applicable payout percentages. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the payout percentage. For purposes of determining whether the Performance Goals have been achieved, calculations will be adjusted for Extraordinary Events as defined in Section 2.20 of the Plan. (c) If, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, (1) the Employee’s employment or service with the Company terminates due to Retirement, Disability, or death, or (2) the Company terminates the Employee without Cause (as defined in Article 2.5 of the Plan), the Employee shall vest in a prorated number of Shares (with any fractional Shares rounded up to the next whole number) equal to the number of Performance Share Units that otherwise would have vested at the end of the Period of Restriction based on the achievement Performance Goals times a fraction. The numerator of the fraction shall be the number, which in no event shall be greater than 36, of all full and partial months (with partial months being counted as full months) that passed beginning with January 1, 2014, and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 36. (d) Notwithstanding any provision in items 3(a) – (c) above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items 3(a)-(b) above, the Employee shall forfeit such Performance Shares Units. (e) Notwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, the Employee’s employment or service with the Company terminates due to a Modified Age Retirement, the Employee’s unvested Performance Share Units at the date of Retirement will not be forfeited but will continue to vest in accordance with the schedule described in part (a) above. For purposes of this Agreement, “Modified Age Retirement” means that the Employee has terminated service with the Company and on his or her date of termination has attained age 59 1⁄2.

Period of Restriction and Vesting Provisions. (a) The Period of Restriction is the period beginning on January 1, 2014, and ending on December 31, 2016. (b) Except as provided in this Agreement, the Employee’s Performance Share Units will vest only upon the Employee’s continued employment through the date that such Performance Share Units are paid after the expiration of the Period of Restriction, provided that the Committee certifies the Performance Goals for the Period of Restriction have been achieved as set forth in Appendix A, attached to this Agreement. Appendix A shall set forth the applicable Performance Goals and a “Threshold,” “Target,” and “Maximum” performance levels and payout percentages. If the Performance Goals are achieved at a level that is below Threshold, the number of Performance Share Units to be paid will be 0. If the Performance Goals are achieved at a level that is equal to Threshold, the amount of Performance Share Units to be paid will be 50% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Target, the amount of Performance Share Units to be paid will be 100% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Maximum, the Performance Share Units to be paid will be 150% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that either is between Threshold and Target, or between Target and Maximum, the amount of Performance Share Units that will be paid will be equal to an amount that is linearly interpolated between the applicable payout percentages. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the payout percentage. For purposes of determining whether the Performance Goals have been achieved, calculations will be adjusted for Extraordinary Events as defined in Section 2.20 of the Plan. (c) IfNotwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, (1) the Employee’s employment or service with the Company terminates due to Retirement, Disability, or death, or (2) the Company terminates the Employee without Cause (as defined in Article 2.5 of the Plan), the Employee shall vest in a prorated number of Shares (with any fractional Shares rounded up to the next whole number) equal to the number of Performance Share Units that otherwise would have vested at the end of the Period of Restriction based on the achievement Performance Goals times a fraction. The numerator of the fraction shall be the number, which in no event shall be greater than 36, of all full and partial months (with partial months being counted as full months) that passed beginning with January 1, 2014, and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 36. (d) Notwithstanding any provision in items 3(a) – (c) above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items 3(a)-(b3(a)-(c) above, the Employee shall forfeit such Performance Shares Units. (e) Notwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, the Employee’s employment or service with the Company terminates due to a Modified Age Retirement, the Employee’s unvested Performance Share Units at the date of Retirement will not be forfeited but will continue to vest in accordance with the schedule described in part (a) above. For purposes of this Agreement, “Modified Age Retirement” means that the Employee has terminated service with the Company and on his or her date of termination has attained age 59 1⁄2.

Period of Restriction and Vesting Provisions. (a) The Period of Restriction is the period beginning on January 1, 20142012, and ending on December 31, 20162014. (b) Except as provided in this Agreement, the Employee’s Performance Share Units will vest only upon the Employee’s continued employment through the date that such Performance Share Units are paid after the expiration of the Period of Restriction, provided that the Committee certifies the Performance Goals for the Period of Restriction have been achieved as set forth in Appendix A, attached to this Agreement. Appendix A shall set forth the applicable Performance Goals and a “Threshold,” “Target,” and “Maximum” performance levels targets and payout percentages. If the Performance Goals are achieved at a level that is below Threshold, the number of Performance Share Units to be paid will be 0. If the Performance Goals are achieved at a level that is equal to Threshold, the amount of Performance Share Units to be paid will be 50% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Target, the amount of Performance Share Units to be paid will be 100% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Maximum, the Performance Share Units to be paid will be 150200% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that either is between Threshold and Target, or between Target and Maximum, the amount of Performance Share Units that will be paid will be equal to an amount that is linearly interpolated between the applicable payout percentages. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the payout percentage. For purposes of determining whether the Performance Goals have been achieved, calculations will be adjusted for all Extraordinary Events as defined in Section 2.20 of under the PlanPlan shall be excluded from the calculations. (c) IfNotwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of GrantGrant (November 1, 2012), and before the date that Performance Share Units are paid, (1) the Employee’s employment or service with the Company terminates due to Retirement, Disability, or death, or (2) the Company terminates the Employee without Cause (as defined in Article 2.5 of the Plan), the Employee shall vest in a prorated number of Shares (with any fractional Shares rounded up to the next whole number) equal to the number of Performance Share Units that otherwise would have vested at the end of the Period of Restriction based on the achievement Performance Goals times a fraction. The numerator of the fraction shall be the number, which in no event shall be greater than 36, of all full and partial months (with partial months being counted as full months) that passed beginning with January 1, 20142012, and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 36. (d) Notwithstanding any provision in items 3(a) – (c) above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items 3(a)-(b) above, the Employee shall forfeit such Performance Shares Units. (e) Notwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, the Employee’s employment or service with the Company terminates due to a Modified Age Retirement, the Employee’s unvested Performance Share Units at the date of Retirement will not be forfeited but will continue to vest in accordance with the schedule described in part (a) above. For purposes of this Agreement, “Modified Age Retirement” means that the Employee has terminated service with the Company and on his or her date of termination has attained age 59 1⁄2.

Period of Restriction and Vesting Provisions. (a) The Period of Restriction is the period beginning on January 1, 20142015, and ending on December 31, 20162017. (b) Except as provided in this Agreement, the Employee’s Performance Share Units will vest only upon the Employee’s continued employment through the date that such Performance Share Units are paid after the expiration of the Period of Restriction, provided that the Committee certifies the Performance Goals for the Period of Restriction have been achieved as set forth in Appendix A, attached to this Agreement. Appendix A shall set forth the applicable Performance Goals and a “Threshold,” “Target,” and “Maximum” performance levels and payout percentages. If the Performance Goals are achieved at a level that is below Threshold, the number of Performance Share Units to be paid will be 0. If the Performance Goals are achieved at a level that is equal to Threshold, the amount of Performance Share Units to be paid will be 50% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Target, the amount of Performance Share Units to be paid will be 100% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that is equal to Maximum, the Performance Share Units to be paid will be 150% of the Performance Share Units under this Grant. If the Performance Goals are achieved at a level that either is between Threshold and Target, or between Target and Maximum, the amount of Performance Share Units that will be paid will be equal to an amount that is linearly interpolated between the applicable payout percentages. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the payout percentage. For purposes of determining whether the Performance Goals have been achieved, calculations will be adjusted for Extraordinary Events as defined in Section 2.20 of the Plan. (c) IfNotwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, (1) the Employee’s employment or service with the Company terminates due to Early Retirement, Disability, or death, or (2) the Company terminates the Employee without Cause (as defined in Article 2.5 of the Plan), the Employee shall vest in a prorated number of Shares (with any fractional Shares rounded up to the next whole number) equal to the number of Performance Share Units that otherwise would have vested at the end of the Period of Restriction based on the achievement Performance Goals times a fraction. The numerator of the fraction shall be the number, which in no event shall be greater than 36, of all full and partial months (with partial months being counted as full months) that passed beginning with January 1, 20142015, and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 36. For purposes of this Agreement and notwithstanding any provision of the Plan, including Section 2.38 of the Plan, to the contrary, “Early Retirement” means that the Employee has terminated service with the Company for any reason other than Cause on or after attainment of age 55 and completion of at least 10 years of service. (d) Notwithstanding any provision in items 3(aSection 3(b) – (cor 3(c) above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items 3(a)-(b) above, the Employee shall forfeit such Performance Shares Units. (e) Notwithstanding any provision above to the contrary, if, on or after the date that is six months after the Date of Grant, and before the date that Performance Share Units are paid, the Employee’s employment or service with the Company terminates due to a Modified Age for any reason other than Cause after attainment of age 59 1/2 and 4 years of service (“Normal Retirement”), the Employee’s unvested service shall be deemed to have terminated on the date that Performance Share Units at the date of Retirement will not be forfeited but will continue to vest in accordance with the schedule described in part (a) above. For purposes of this Agreement, “Modified Age Retirement” means are paid so that the Employee has terminated service with is paid the Company number of Performance Share Units credited to the PSU Account based on performance as set forth in Section 3(b). (e) Notwithstanding any provision in items 3(a) – (d) above, if on December 31st before the applicable vesting date described above, the Company’s Common Equity Tier 1 Risk-Based Capital Ratio (“CET 1”) is less than the greater of (i) the CET 1 goal set forth in the Company’s Capital Management Policy or (ii) the required minimum CET 1 established by the Federal Reserve, the Employee’s Performance Share Units that otherwise would have vested on such date shall instead vest on the date that the Committee certifies that the Company’s CET1 is greater than or equal to the applicable goal described in (i) or (ii) above (which shall be no later than March 15th of the year after the year in which such CET 1 goal is achieved). However, if the Company’s CET 1 remains less than the applicable goal described in (i) and (ii) above on his or her the December 31st of each of the two consecutive years after the otherwise applicable vesting date of termination has attained age 59 1⁄2described in Sections 3(a)-3(d) above (as applicable), the Employee shall forfeit such Performance Share Units.