Common use of Vesting and Settlement of RSUs Clause in Contracts

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 2017, March 1, 2018, and March 1, 2019 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 2017, March 1, 2018, and March 1, 2019 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 20172020, March 1, 20182021, and March 1, 2019 2022 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 2019 through 2018 2021 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March February 1, 20172015, March February 1, 20182016, and March February 1, 2019 2017 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2014 through 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio cumulative Pre-Tax Income (as defined below) met or exceeded for the three fiscal years ending with the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed was positive (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Datevested, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimumnegative, cumulative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimumnegative, cumulative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital RatioPre-Tax Income” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratioaggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretiondiscretion in accordance with applicable accounting rules.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March February 1, 20172015, March February 1, 20182016, and March February 1, 2019 2017 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2014 through 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio cumulative Pre-Tax Income (as defined below) met or exceeded for the three fiscal years ending with the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed was positive (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Datevested, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimumnegative, cumulative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimumnegative, cumulative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital RatioPre-Tax Income” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratioaggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretiondiscretion in accordance with applicable accounting rules.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 20172019, March 1, 20182020, and March 1, 2019 2021 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 2018 through 2018 2020 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the applicable “Vesting Date Date” (as defined belowin the “Award Summary” that was delivered to the Participant by the Company), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 2017, March 1, 2018, and March 1, 2019 (each a “Vesting Date”)as set forth in the Award Summary. (2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1l, 2017, March 1, 2018l, and March 1, 2019 l (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 20172021, March 1, 20182022, and March 1, 2019 2023 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 2020 through 2018 2022 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March February 1, 2017, March February 1, 2018, and March February 1, 2019 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio Pre-Tax Income (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed was positive (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimumnegative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimumnegative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital RatioPre-Tax Income” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratioaggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretiondiscretion in accordance with applicable accounting rules.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March February 1, 2016, February 1, 2017, March and February 1, 2018, and March 1, 2019 2018 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 2015 through 2018 2017 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio Pre-Tax Income (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed was positive (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimumnegative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimumnegative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital RatioPre-Tax Income” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratioaggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretiondiscretion in accordance with applicable accounting rules.

Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March February 1, 2016, February 1, 2017, March and February 1, 2018, and March 1, 2019 2018 (each a “Vesting Date”). (2) As promptly as practicable following the end of each fiscal year in the 2016 2015 through 2018 2017 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio Pre-Tax Income (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed was positive (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimumnegative Pre-Tax Income (including positive or negative variance from plan), (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimumnegative Pre-Tax Income), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital RatioPre-Tax Income” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratioaggregate consolidated net income adjusted to exclude debt redemption charges and deferred original issue discount deductions, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretiondiscretion in accordance with applicable accounting rules.