Common use of Termination in Anticipation of Change in Control Clause in Contracts

Termination in Anticipation of Change in Control. Executive shall be treated under § 3.1 as if Executive’s employment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if (1)(A) Executive’s employment is terminated by SunTrust or a SunTrust Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval, or (B) Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval; (2) such shareholder approval occurs on or after the date this Agreement becomes effective under § 2; and (3) there is a Change in Control which results from such shareholder approval. Executive shall receive the benefits set forth in §§ 3.1(c)(1) in a single lump sum following the later of: (x) Executive’s Separation from Service (with payment in accordance with § 3.1(c)(1)), or (y) the date of the Change in Control. If the date of the Change in Control is the later event, payment shall be treated as made upon the lapse of a substantial risk of forfeiture under Treas. Reg. § 1.409A-3(i)(1)(i) and treated as paid on the date of such Change in Control.

Termination in Anticipation of Change in Control. Executive shall be treated under § 3.1 as if Executive’s employment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if (1)(A) Executive’s employment is terminated by SunTrust or a SunTrust Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval, or (B) Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iii) or §1.3(iv) but before the Change in Control which results from such approval; (2) such shareholder approval occurs on or after the date this Agreement becomes effective under § 2; and (3) there is a Change in Control which results from such shareholder approval. Executive shall receive the benefits set forth in §§ 3.1(c)(1) in a single lump sum following the later of: (x) Executive’s Separation from Service (with payment in accordance with § 3.1(c)(1)), or (y) the date of the Change in Control. If the date of the Change in Control is the later event, payment shall be treated as made upon the lapse of a substantial risk of forfeiture under Treas. Reg. § 1.409A-3(i)(1)(i) and treated as paid on the date of such Change in Control.

Termination in Anticipation of Change in Control. The Executive shall be treated under § 3.1 Section 5.1 as if the Executive’s employment had been terminated without Cause or the Executive had resigned for Good Reason during the Executive’s Protection Period if (1)(A) the Executive’s employment is terminated by SunTrust or a SunTrust an Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iiiSection 2.6(iii) or §1.3(ivSection 2.6(iv) but before the Change in Control which results from such approval, or (B) the Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in §1.3(iiiSection 2.6(iii) or §1.3(ivSection 2.6(iv) but before the Change in Control which results from such approval; and (2) such shareholder approval occurs on or after the date this Agreement becomes effective under § 2; and (3) there is a Change in Control which results from such shareholder approval. The Executive shall receive the benefits set forth Severance Amount described in §§ 3.1(c)(1) Section 5.2 in a single lump sum following the later of: (x) the Executive’s Separation from Service (with payment in accordance with § 3.1(c)(1)Section 5.3(a), or (y) the date of the Change in Control. If the date of the Change in Control is the later event, payment shall be treated as made upon the lapse of a substantial risk of forfeiture under Treas. Reg. § 1.409A-3(i)(1)(i) and treated as paid on the date of such Change in Control.