Common use of Retention Benefits Clause in Contracts

Retention Benefits. (a) The Management Resources and Compensation Committee has determined, in the exercise of its administrative discretion under the Wachovia Corporation Stock Plan (and any successor or replacement plan thereto), that upon the Executive attaining age sixty, and without regard to the Executive's Normal Retirement Date: (i) All outstanding stock options shall become immediately vested and fully exercisable, and shall remain exercisable in accordance with the terms of such grants or for at least one (1) year after the date the Executive actually retires; (ii) All outstanding restricted awards shall become immediately vested, nonforfeitable and freely transferable; and (iii) All other amounts shall become immediately vested and, to the extent applicable, fully vested and nonforfeitable. (b) In further consideration of the Executive's agreement to perform his duties hereunder until age sixty-two, the Corporation agrees to take all action necessary to grant to the Executive pursuant to the Wachovia Corporation Stock Plan upon his attaining age sixty, a restricted award covering 60,000 shares of common stock of the Corporation (the "Restricted Shares"). One-half (1/2) of the Restricted Shares shall become vested, nonforfeitable and freely transferable on the Executive's sixty-first and sixty-second birthdays, respectively, unless the Executive voluntarily resigns pursuant to Section 5 prior to such dates, in which case the Restricted Shares that have not yet vested shall be forfeited by the Executive. If the Executive's employment with the Corporation terminates due to his death or disability during the period from his sixtieth to his sixty-second birthday (the "Restriction Period"), the Executive (or his spouse or beneficiaries, as applicable) shall become immediately vested in that percentage of the Restricted Shares equal to the number of full months of continuous employment then completed by the Executive during the Restriction Period, divided by twenty-four. All other terms of the award shall be consistent with the Corporation's regular restricted awards. (c) If a Change of Control occurs prior to the Executive's sixtieth birthday, the Corporation shall transfer to the Executive immediately prior to the date on which the Change of Control will occur 60,000 shares of common stock of the Corporation. Such shares shall be fully vested, nonforfeitable and freely transferable by the Executive on the date they are transferred. The Corporation shall not be required to grant the restricted award described in Section 11(b) above if the 60,000 shares of common stock are transferred to the Executive pursuant to this Section 11(c). (d) With respect to any restricted award that vests and becomes nonforfeitable pursuant to this Section 11, the Executive may elect to defer the receipt of some or all of the restricted award by completing a deferral election. The deferral election must be in writing and be delivered to the Corporation (i) during the calendar year before the Executive attains age sixty; and (ii) at least six months before his sixtieth birthday. The deferral election shall be irrevocable, shall specify the applicable number of shares of stock or the amount of cash, as applicable, that the Executive wishes to defer, and shall elect a date for payment of the stock or cash that is not later than the Executive's termination of employment with the Corporation.

Retention Benefits. Subject to the terms and conditions of this Agreement, the Company will provide Employee with a retention award (athe “Retention Award”) in the amount of $ , less any applicable withholding or other obligations, as provided in Section 11 herein. The Management Resources Retention Award shall be payable as follows: $ (representing 25% of the Retention Award) to be paid on or about ; $ (representing 25% of the Retention Award) to be paid on or about ; and Compensation Committee has determined$ (representing 50% of the Retention Award) to be paid on or about ( , , and shall be collectively referred to as the “Payout Date(s)”). In order to receive a Retention Award payment, the Employee must be employed by the Company, any parent or subsidiary of the Company or any successor to the Company as of each of the applicable Payout Dates listed above. Notwithstanding the foregoing, if the Company, any parent or subsidiary of the Company or any successor to the Company terminates the Employee’s employment prior to a designated Payout Date for any reason other than for “Cause” (as that term is defined in Section 20 of this Agreement), then the Company will pay Employee the Retention Award payment(s) Employee would have been entitled to receive under the terms of this Agreement had Employee remained employed by the Company throughout the Agreement Period. All Retention Award payments shall be made (without interest) within thirty (30) days following the Payout Date; provided that, in the exercise case of its administrative discretion under termination by the Wachovia Corporation Stock Plan (Company without Cause and any successor or replacement plan thereto), that upon the Executive attaining age sixty, and without regard notwithstanding anything herein to the Executive's Normal Retirement Date: (i) All outstanding stock options shall become immediately vested and fully exercisablecontrary, and shall remain exercisable in accordance with the terms of such grants or for at least one (1) year after the date the Executive actually retires; (ii) All outstanding restricted awards shall become immediately vested, nonforfeitable and freely transferable; and (iii) All other amounts shall become immediately vested and, to the extent applicable, fully vested and nonforfeitable. (b) In further consideration of the Executive's agreement to perform his duties hereunder until age sixty-two, the Corporation agrees to take all action necessary to grant to the Executive pursuant to the Wachovia Corporation Stock Plan upon his attaining age sixty, a restricted award covering 60,000 shares of common stock of the Corporation (the "Restricted Shares"). One-half (1/2) of the Restricted Shares shall become vested, nonforfeitable and freely transferable on the Executive's sixty-first and sixty-second birthdays, respectively, unless the Executive voluntarily resigns pursuant to Section 5 prior to such dates, in which case the Restricted Shares that have not yet vested no Retention Award payment shall be forfeited by the Executive. If the Executive's employment with the Corporation terminates due to his death or disability during the period from his sixtieth to his sixty-second birthday (the "Restriction Period"), the Executive (or his spouse or beneficiaries, as applicable) payable unless Employee shall become immediately vested in that percentage of the Restricted Shares equal to the number of full months of continuous employment then completed by the Executive during the Restriction Period, divided by twenty-four. All other terms of the award shall be consistent with the Corporation's regular restricted awards. (c) If a Change of Control occurs prior to the Executive's sixtieth birthday, the Corporation shall transfer to the Executive immediately prior to the date on which the Change of Control will occur 60,000 shares of common stock of the Corporation. Such shares shall be fully vested, nonforfeitable have executed and freely transferable by the Executive on the date they are transferred. The Corporation shall not be required to grant the restricted award described in Section 11(b) above if the 60,000 shares of common stock are transferred to the Executive pursuant to this Section 11(c). (d) With respect to any restricted award that vests and becomes nonforfeitable pursuant to this Section 11, the Executive may elect to defer the receipt of some or all of the restricted award by completing a deferral election. The deferral election must be in writing and be delivered to the Corporation Company a Release (ias that term is defined in Section 20 of this Agreement) during the calendar year before the Executive attains age sixty; and within such thirty (ii30) at least six months before his sixtieth birthdayday period. The deferral election determination of whether a termination for Cause has occurred shall be irrevocable, shall specify made by the applicable number of shares of stock or the amount of cash, as applicable, that the Executive wishes to defer, and shall elect a date for payment Compensation Committee of the stock or cash that is not later than Company’s Board of Directors (the Executive's termination of employment with the Corporation“Committee”) acting in good faith.

Retention Benefits. (a) The Management Resources and Compensation Committee has determinedIf Employee remains employed with the Company until the closing date (the “Closing Date”) of the earlier to occur of a Change of Control or an IPO (including a SPAC transaction) (the “Transaction”), Employee shall be entitled to, in addition to any other applicable payments or benefits provided hereunder, the exercise following: a minimum Transaction bonus of its administrative discretion under $250,000 paid in a lump sum within thirty days of the Wachovia Corporation Stock Plan (and any successor or replacement plan thereto), that upon the Executive attaining age sixty, and without regard to the Executive's Normal Retirement Closing Date: (i) All outstanding stock options shall become immediately vested and fully exercisable, and shall remain exercisable in accordance with the terms of such grants or for at least one (1) year after the date the Executive actually retires; (ii) All outstanding restricted awards shall become immediately vested, nonforfeitable and freely transferable; and (iii) All other amounts shall become immediately vested and, to the extent applicable, fully vested and nonforfeitable. (b) In further consideration Reference is made to the Options and restricted stock units of the Executive's agreement Company granted to perform his duties hereunder until age sixty-twoEmployee on December 24, 2020 (collectively, the Corporation agrees to take all action necessary to grant “2020 Equity”) and the stock options granted to the Executive pursuant Employee on September 30, 2014 of which 50,000 options remain unvested subject to the Wachovia Corporation Stock Plan occurrence of an IPO (the “2014 Options”). The Company shall amend the award agreement for the 2020 Equity to provide that, if Employee remains employed by the Company through a Qualifying Date (defined below), then, to the extent not already satisfied, the service-based vesting obligation with respect to 75% of the 2020 Equity shall immediately be satisfied upon his attaining age sixtysuch Qualifying Date; provided, however, if any Exit Event (as defined in the grant agreement for any restricted stock units) occurs prior to the Qualifying Date, then any restricted stock units that become vested on the Qualifying Date shall be settled no later than the March 15th of the year following the year in which the Qualifying Date occurs; provided, further, however, for the avoidance of doubt, if the Exit Event has not occurred prior to the Qualifying Date, then such restricted stock units shall not become vested unless or until an Exit Event occurs during the time period required in the grant agreement. Additionally, if Employee remains employed by the Company through a Qualifying Date (defined below), then, on a Qualifying Date, 37,500 of the 2014 Options shall become vested and exercisable. As used herein, a restricted award covering 60,000 shares “Qualifying Date” shall be the earliest to occur of the following three dates: (i) the date that is 12 months after the closing of an IPO or of a merger, consolidation or other business combination (a “Business Combination”) with a special purpose acquisition company (a “SPAC Transaction”); (ii) 6 months after the closing of any other Business Combination, other than a Business Combination in which holders of common stock of the Corporation (Company immediately prior to the "Restricted Shares"). One-half (1/2) Business Combination hold more than 55% of the Restricted Shares shall become vested, nonforfeitable and freely transferable on the Executive's sixty-first and sixty-second birthdays, respectively, unless the Executive voluntarily resigns pursuant to Section 5 prior to such dates, in which case the Restricted Shares that have not yet vested shall be forfeited by the Executive. If the Executive's employment with the Corporation terminates due to his death or disability during the period from his sixtieth to his sixty-second birthday (the "Restriction Period"), the Executive (or his spouse or beneficiaries, as applicable) shall become immediately vested in that percentage equity of the Restricted Shares equal to surviving corporation immediately after the number of full months of continuous employment then completed by the Executive during the Restriction PeriodBusiness Combination; or (iii) June 30, divided by twenty-four. All other terms of the award shall be consistent with the Corporation's regular restricted awards2022. (c) If a Change of Control occurs If, at any time prior to the Executive's sixtieth birthdayan IPO (including a SPAC Transaction), the Corporation shall transfer Company enters into an agreement with a Chief Executive Officer of the Company to provide any reimbursement or payment for any excise or additional taxes incurred by such officer with respect to compensation paid by the Company, subject to the Employee remaining employed through the date of such agreement, the Company agrees to enter into an agreement to provide reimbursement or payment for such excise or additional taxes incurred by the Employee, if any, on terms substantially similar to those for the Chief Executive Officer (including compliance with Section 409A as provided in Section 9.1 below). Notwithstanding anything to the contrary in this Agreement or otherwise, any such obligation of the Company pursuant to this Section 3.6(c) or any obligation of the Company pursuant to any agreement entered into pursuant to this Section 3.6(c) shall terminate and be null and void immediately prior to the date on which the Change offering of Control will occur 60,000 shares of common stock any of the Corporation. Such Company’s shares shall be fully vestedpublicly, nonforfeitable and freely transferable by the Executive on the date they are transferred. The Corporation shall not be required to grant the restricted award described in Section 11(b) above if the 60,000 shares of common stock are transferred to the Executive pursuant to this Section 11(c)including through an IPO or SPAC transaction. (d) With respect to any restricted award that vests and becomes nonforfeitable pursuant to this Section 11, the Executive may elect to defer the receipt of some or all of the restricted award by completing a deferral election. The deferral election must be in writing and be delivered to the Corporation (i) during the calendar year before the Executive attains age sixty; and (ii) at least six months before his sixtieth birthday. The deferral election shall be irrevocable, shall specify the applicable number of shares of stock or the amount of cash, as applicable, that the Executive wishes to defer, and shall elect a date for payment of the stock or cash that is not later than the Executive's termination of employment with the Corporation.

Retention Benefits. (a) The Management Resources In consideration of Employee's execution of this Agreement and Compensation Committee has determinedhis agreement to be legally bound by its terms, subject to Section 4 and 5 below and provided Employee, prior to the grant of shares described in Section 3(a)(i) of this Agreement, is not terminated for cause, as defined in the exercise Employment Agreement, or voluntarily terminates his employment, CB agrees to provide Employee the Retention Benefits as defined in Paragraph 3 (a) (i) of its administrative discretion under the Wachovia Corporation Stock Plan (and any successor or replacement plan thereto), that upon the Executive attaining age sixty, and without regard to the Executive's Normal Retirement Date:this Agreement. (i) All outstanding A grant of Ten Thousand (10,000) shares of restricted common stock options of CB ("Awarded Shares"). The Awarded Shares shall become immediately vested vest and fully exercisableany restriction legend shall be removed on February 28, 2013 ("Restriction Period"); provided that the Restriction Period for such Awarded Shares shall be accelerated and shall remain exercisable in accordance with immediately vest and any legend shall be removed immediately prior to the terms effective date of such grants a merger or for at least one (1) year after sale of CB and/or the date the Executive actually retires;Bank. (ii) All outstanding restricted awards shall become immediately vestedIn the event Employee's employment is voluntarily terminated by employee or is terminated by the Bank for Cause (as that term is defined in Section 3(c) of the Employment Agreement), nonforfeitable any portion of the Awarded Shares that is not vested on the date of termination shall, automatically and freely transferable; and without need of any further action by any person or entity, (i) cease to be owned by Employee, (ii) revert to CB, (iii) All other amounts shall become immediately vested andbe cancelled, and (iv) return to the extent applicablestatus of authorized but unissued stock of CB (collectively, fully vested and nonforfeitable"Revert") immediately upon such date. Neither Employee nor any successor, heir, assign, or personal representative of Employee, shall thereafter have any further rights or interest in such Awarded Shares that Revert back to CB. (b) In further consideration Any tax liability for the Retention Benefits shall be the responsibility of the Executive's agreement to perform his duties hereunder until age sixty-two, the Corporation agrees to take all action necessary to grant to the Executive pursuant to the Wachovia Corporation Stock Plan upon his attaining age sixty, a restricted award covering 60,000 shares of common stock of the Corporation (the "Restricted Shares")Employee. One-half (1/2) of the Restricted Shares shall become vested, nonforfeitable and freely transferable on the Executive's sixty-first and sixty-second birthdays, respectively, unless the Executive voluntarily resigns pursuant to Section 5 prior to such dates, in which case the Restricted Shares that have not yet vested The Retention Benefits shall be forfeited by in addition to any compensation or benefits Employee might have received under the Executive. If Bank's policies or according to practice or the Executive's employment with the Corporation terminates due to his death or disability during the period from his sixtieth to his sixty-second birthday (the "Restriction Period"), the Executive (or his spouse or beneficiaries, as applicable) shall become immediately vested in that percentage of the Restricted Shares equal to the number of full months of continuous employment then completed by the Executive during the Restriction Period, divided by twenty-four. All other terms of the award shall be consistent with the Corporation's regular restricted awards. (c) If a Change of Control occurs parties' prior to the Executive's sixtieth birthday, the Corporation shall transfer to the Executive immediately prior to the date on which the Change of Control will occur 60,000 shares of common stock of the Corporation. Such shares shall be fully vested, nonforfeitable and freely transferable by the Executive on the date they are transferred. The Corporation shall not be required to grant the restricted award described in Section 11(b) above if the 60,000 shares of common stock are transferred to the Executive pursuant to this Section 11(cagreement(s). (d) With respect to any restricted award that vests and becomes nonforfeitable pursuant to this Section 11, the Executive may elect to defer the receipt of some or all of the restricted award by completing a deferral election. The deferral election must be in writing and be delivered to the Corporation (i) during the calendar year before the Executive attains age sixty; and (ii) at least six months before his sixtieth birthday. The deferral election shall be irrevocable, shall specify the applicable number of shares of stock or the amount of cash, as applicable, that the Executive wishes to defer, and shall elect a date for payment of the stock or cash that is not later than the Executive's termination of employment with the Corporation.