Common use of Withholding; Tax Matters Clause in Contracts

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer For purposes of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoingthis Section 9.08, the Administrator may establish procedures term “Lender” shall be deemed to permit a recipient include any Issuer. For purposes of this Section 9.08 and Section 10.04, the term “applicable law” shall be deemed to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016include FATCA. (b) BB&T has made no warranties Each Lender that is entitled to an exemption from or representations to the Participant reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the tax consequences Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, each Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (including but other than such documentation set forth in subsections (c), (d) and (f) below) shall not limited be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (c) Without limiting the generality of subsection (b) above, each Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. (d) Without limiting the generality of subsection (b) above, each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax consequencestreaty to which the United States is a party (x) related with respect to the Award payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or the payoutreduction of, if any, U.S. federal withholding Tax pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment “interest” article of such tax consequences. The Participant acknowledges that there may be adverse tax consequences treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the Award “business profits” or “other income” article of such tax treaty; (ii) executed originals of IRS Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Participant should consult Foreign Lender is a tax advisor. The Participant acknowledges that partnership and one or more direct or indirect partners of such Foreign Lender are claiming the Participant has been advised that portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Participant should consult form of Exhibit G-4 on behalf of each such direct and indirect partner. (e) Without limiting the generality of subsection (b) above, any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made. (f) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the Participant’s own attorneyapplicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, accountantas applicable), and/or tax advisor regarding such Lender shall deliver to the decision to enter into this Agreement Borrower and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take Agent at the time or refrain from taking any actions in order to achieve a certain tax result times prescribed by law, and at such time or times reasonably requested by the Borrower or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the ParticipantBorrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or The Company may, and the Participant hereby authorizes the Company to, deduct an Affiliate shall report amount determined by the Company up to the maximum respective statutory rates to satisfy all income and withhold all required local, state, federal, foreign income state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash compensation. Alternatively, with respect to RSUs that have vested, the Award. Prior Participant may elect (i) to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof, or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant (ii) to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating surrender to the AwardCompany (via an instruction, by electing (given to the “election”Company prior to the delivery of Shares pursuant to Section 2, to deduct from delivery of Shares underlying vested RSUs) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The a number of shares of Common Stock to be withheld shall have Shares underlying the vested RSUs with a Fair Market Value market value, as of determined by the date that the amount of tax to be withheld is determined as nearly Company, equal as possible to the amount of such obligations being satisfied. Each election must the applicable withholding tax requirements (which may be made in writing up to the Administrator maximum respective statutory rates); provided that the Committee, in accordance with election procedures established its sole discretion, may at any time prohibit the Participant from utilizing the method to provide for withholding taxes specified in this clause (ii). However, if Participant fails to either provide the check or, if applicable, provide the share deduction instruction described in the prior sentence, in each case by the Administratordate any withholding tax with respect to any RSUs or underlying Shares is due, the Company shall, and Participant hereby authorizes the Company to, withhold delivery of underlying Shares or deduct amounts determined by the Company to be withheld up to the maximum statutory rates from payments of any kind by the company or its subsidiaries to which Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Participant acknowledges that in the event the preceding sentence applies, the Company shall act in its sole discretion without any liability to the Participant resulting from the action or the timing under which the Company carries out the action. (b) The Company reserves the right to make whatever further arrangements it deems appropriate for the withholding of taxes in connection with any transaction contemplated by this Agreement or the Plan, including, without limitation, procedures established providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Administrator after BB&T’s adoption Company or any of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016its subsidiaries to which Participant would otherwise be entitled. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a1) BB&T The Company may, and Participant hereby authorizes the Company to, charge Participant’s Account (or, to the extent permitted by law, to deduct from payments of any kind by the Company or an Affiliate shall report all income its subsidiaries or affiliates to which Participant would otherwise be entitled, including without limitation, salary, bonus and withhold all required local, state, other compensation) any federal, foreign state or local taxes (including, without limitation, income and other taxes and Participant’s portion of any employment taxes) or other amounts required to be withheld determined by any governmental authority or law from any amount payable in cash with respect the Company up to the Awardmaximum respective statutory rates. Prior to In addition, the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the Company may retain a sufficient amount of any tax cash or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have distributed to Participant determined by the Company to cover all such withholding. Notwithstanding the forgoing, in lieu of having such withholding deducted from other amounts due, Participant may direct the Company to reduce the number of earned Performance Share Units allocated to Participant’s Account or otherwise retain a Fair Market Value as of the date that the sufficient amount of tax cash or number of shares of Common Stock to be withheld is determined as nearly equal as possible distributed to Participant to cover any or all such withholding. Alternatively, Participant may elect to remit to the Company by check an amount sufficient to satisfy the federal, state or local withholding tax requirements, prior to the delivery of such obligations being satisfiedcash or Common Stock pursuant to Section 3 hereof. Each election must Participant acknowledges that if Participant fails to provide the direction or the check described in the prior two sentences, the Company shall elect the manner in which any withholding shall be made in writing its sole discretion without any liability to Participant resulting from the option the Company selects or the timing under which the Company makes and carries out the election. (2) To the extent the Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the date such Common Stock is issued to Participant if Participant were to sell such shares on that day and makes an election in a timely manner under Section 83(b) of the Code to recognize income for tax purposes, Participant shall notify the Compensation department within the Company’s Finance Department within thirty (30) days of making such election. Participant acknowledges that if Participant elects to make a Section 83(b) election, Participant shall be responsible for satisfying applicable IRS filing requirements with respect to such election. (3) Participant understands and agrees that the Company makes no representations as to the Administrator in accordance tax consequences of the grant of Performance Share Units hereunder or the payment of cash or Common Stock with election procedures established by the Administrator, respect thereto (including, without limitation, procedures established by under Section 409A of the Administrator after BB&T’s adoption of ASU 2016-09Code, Compensation – Stock Compensation (Topic 718) dated Marchif applicable). Participant is solely responsible for any and all income, 2016. (b) BB&T has made no warranties excise or representations to the other taxes imposed on Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payoutissuance, if any, transfer or disposition of Shares (or any other benefit) pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award (including but not limited to the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a tax advisoradvisor prior to such acquisition or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any certificate for shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any the shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any the shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or The Company may, and the Participant hereby authorizes the Company to, deduct an Affiliate shall report amount sufficient to satisfy all income and withhold all required local, state, federal, foreign income state and local withholding tax requirements arising in connection with this Award, from payments of any kind by the Company or its subsidiaries to which the Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation. Alternatively the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of Shares pursuant to Section 2 hereof. As another alternative, the Participant may, with respect to withholding taxes that are due upon vesting of Shares, elect, prior to the vesting of any Shares subject to this Award, to irrevocably instruct the financial institution that holds such Shares, or as applicable, the financial institution to which such Shares shall be delivered upon vesting, prior to vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any federal, state or local withholding tax requirements and (y) to pay such funds over to the Company to satisfy such taxes and provide the Company, prior to the applicable vesting date, with notice of such election (including a copy of such instructions). Notwithstanding the foregoing, if Participant fails to either provide the check described in the prior sentence or, if applicable, provide the irrevocable sale instructions described in the preceding sentence, in each case by the date any other withholding tax with respect to any Shares granted hereunder is due, the Company shall, and Participant hereby authorizes the Company to, either (i) withhold delivery of Shares or deduct amounts required to be withheld from payments of any kind by the Company or its subsidiaries to which Participant would otherwise be entitled, including without limitation salary, bonus and other compensation or (ii) to irrevocably instruct the financial institution that will hold such Shares immediately after vesting (x) to sell on behalf of Participant immediately on vesting a sufficient number of vested Shares to produce funds to satisfy any governmental authority federal, state or law from any amount payable in cash with respect local withholding tax requirements and (y) to pay such funds over to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient Company to satisfy such obligation taxes. Participant acknowledges that in whole or the event the preceding sentence applies, the Company shall elect either option contained therein in part, and its sole discretion without any local, state, federal, foreign or other income, employment and other tax obligations relating liability to the Award, by electing Participant resulting from the option the Company selects or the timing under which the Company makes and carries out the election. (b) If Participant makes the election provided under Section 83(b) of the Code to be taxed currently on the value of any Shares subject to this Award notwithstanding the restrictions placed upon such Shares (the “Section 83(b) Election”), Participant shall promptly notify the Company, shall complete, sign and return to the Company the Section 83(b) Election Form which was distributed to Participant and shall remit to the Company with such form a check in an amount sufficient to satisfy any federal, state or local withholding tax requirements. Participant acknowledges that if he or she elects to make a Section 83(b) election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which , Participant shall be responsible for filing the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as appropriate form with the IRS and notifying the Compensation department within the Company’s Finance Department within 30 days of the date of the award that Participant made a Section 83(b) election. (c) The Company reserves the amount right to make whatever further arrangements it deems appropriate for the withholding of tax to be withheld is determined as nearly equal as possible to taxes in connection with any transaction contemplated by this Agreement or the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the AdministratorPlan, including, without limitation, procedures established providing for payments of withholding taxes by deducting amounts required to be withheld, plus interest thereon, from payments of any kind by the Administrator after BB&T’s adoption Company or any of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016its subsidiaries to which Participant would otherwise be entitled. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T Fox Factory or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock Shares or any other benefit conferred under the Plan, BB&T Fox Factory shall require the Participant to pay to BB&T Fox Factory in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T Fox Factory or an Affiliate to such authority for the account of such recipient. Notwithstanding Alternatively, at the foregoingelection of Participant, Participant shall be entitled (subject to procedures satisfactory to the Administrator may establish procedures to permit a recipient Committee) to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T Fox Factory withhold shares of Common Stock Shares from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator Committee in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016Committee. (b) BB&T Fox Factory has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T Fox Factory or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T Fox Factory has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T TFC or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T TFC shall require the Participant to pay to BB&T TFC in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T TFC or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign foreign, or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T TFC withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&TTFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T TFC has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T TFC or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T TFC has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate The Participant acknowledges that the Company shall report all income and withhold all required require the Participant to pay the Company in cash the amount of any applicable local, state, federal, foreign income and or other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate the Company to such authority for the account of the Participant, if any, and the Participant agrees, as a condition to the grant of the Award and delivery of the Shares or any other benefit, to satisfy such recipientobligations as applicable. Notwithstanding the foregoing, the Administrator Committee may establish procedures to permit a recipient the Participant to satisfy such obligation obligations in whole or in part, and any other local, state, federal, foreign or other income, employment and other income tax obligations relating to the Award, by electing (the “election”) to have BB&T the Company withhold shares Shares of Common Stock from any shares of Common Stock the Shares to which the recipient Participant is entitled. The number of shares of Common Stock Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator Committee in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016Committee. (b) BB&T The Participant acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including including, but not limited to to, income tax consequences) related to the Award or the payout, if any, pursuant to the Awardtransactions contemplated by this Agreement, and the Participant is in no manner relying on BB&T the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect upon the grant of the Award and/or the acquisition or disposition of the Shares subject to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant, including no responsibility to advise or assist the Participant with respect to potential Code Section 83(b) election with respect to the Award.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the AwardOption. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall may require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy any such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a1) BB&T The Company may, and Participant hereby authorizes the Company to, charge Participant's Account (or, to the extent permitted by law, to deduct from payments of any kind by the Company or an Affiliate shall report all income its subsidiaries or affiliates to which Participant would otherwise be entitled, including without limitation, salary, bonus and withhold all required local, state, other compensation) any federal, foreign state or local taxes (including, without limitation, income and other taxes and Participant's portion of any employment taxes) or other amounts which it deems are required by law to be withheld by any governmental authority or law from any amount payable in cash with respect to withheld. In addition, the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the Company may retain a sufficient amount of any tax cash or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have distributed to Participant to cover all such required withholding. Notwithstanding the forgoing, in lieu of having such required withholding deducted from other amounts due, Participant may direct the Company to reduce the number of earned Performance Units allocated to Participant's Account or otherwise retain a Fair Market Value as of the date that the sufficient amount of tax cash or number of shares of Common Stock to be withheld is determined as nearly equal as possible distributed to Participant to cover any or all such required withholding. Alternatively, Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of such obligations being satisfiedcash or Common Stock pursuant to Section 3 hereof. Each election must Participant acknowledges that if Participant fails to provide the direction or the check described in the prior two sentences, the Company shall elect the manner in which any required withholding shall be made in writing its sole discretion without any liability to Participant resulting from the option the Company selects or the timing under which the Company makes and carries out the election. (2) To the extent the Committee elects to distribute an Award in shares of Common Stock and Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the date such Common Stock is issued to Participant if Participant were to sell such shares on that day and makes an election in a timely manner under Section 83(b) of the Code to recognize income for tax purposes, Participant shall notify the Compensation department within the Company's Finance Department within thirty (30) days of making such election. Participant acknowledges that if Participant elects to make a Section 83(b) election, Participant shall be responsible for satisfying applicable IRS filing requirements with respect to such election. (3) Participant understands and agrees that the Company makes no representations as to the Administrator in accordance tax consequences of the grant of Performance Units hereunder or the payment of cash or Common Stock with election procedures established by the Administrator, respect thereto (including, without limitation, procedures established by under Section 409A of the Administrator after BB&T’s adoption of ASU 2016-09Code, Compensation – Stock Compensation (Topic 718) dated Marchif applicable). Participant is solely responsible for any and all income, 2016. (b) BB&T has made no warranties excise or representations to the other taxes imposed on Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Option Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall may require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy any such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T x. Xxx Factory or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T Fox Factory shall require the Participant to pay to BB&T Fox Factory in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T Fox Factory or an Affiliate to such authority for the account of such recipient. Notwithstanding Alternatively, at the foregoingelection of Participant, Participant shall be entitled (subject to procedures satisfactory to the Administrator may establish procedures to permit a recipient Committee) to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T Fox Factory withhold shares of Common Stock from any the shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator Committee in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016Committee. (b) BB&T x. Xxx Factory has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T Fox Factory or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T Fox Factory has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a1) BB&T The Company may, and Participant hereby authorizes the Company to, charge Participant’s Account (or, to the extent permitted by law, to deduct from payments of any kind by the Company or an Affiliate shall report all income its subsidiaries or affiliates to which Participant would otherwise be entitled, including without limitation, salary, bonus and withhold all required local, state, other compensation) any federal, foreign state or local taxes (including, without limitation, income and other taxes and Participant’s portion of any employment taxes) or other amounts which it deems are required by law to be withheld by any governmental authority or law from any amount payable in cash with respect to withheld. In addition, the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the Company may retain a sufficient amount of any tax cash or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have distributed to Participant to cover all such required withholding. Notwithstanding the forgoing, in lieu of having such required withholding deducted from other amounts due, Participant may direct the Company to reduce the number of earned Performance Share Units allocated to Participant’s Account or otherwise retain a Fair Market Value as of the date that the sufficient amount of tax cash or number of shares of Common Stock to be withheld is determined as nearly equal as possible distributed to Participant to cover any or all such required withholding. Alternatively, Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of such obligations being satisfiedcash or Common Stock pursuant to Section 3 hereof. Each election must Participant acknowledges that if Participant fails to provide the direction or the check described in the prior two sentences, the Company shall elect the manner in which any required withholding shall be made in writing its sole discretion without any liability to Participant resulting from the option the Company selects or the timing under which the Company makes and carries out the election. (2) To the extent the Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the date such Common Stock is issued to Participant if Participant were to sell such shares on that day and makes an election in a timely manner under Section 83(b) of the Code to recognize income for tax purposes, Participant shall notify the Compensation department within the Company’s Finance Department within thirty (30) days of making such election. Participant acknowledges that if Participant elects to make a Section 83(b) election, Participant shall be responsible for satisfying applicable IRS filing requirements with respect to such election. (3) Participant understands and agrees that the Company makes no representations as to the Administrator in accordance tax consequences of the grant of Performance Share Units hereunder or the payment of cash or Common Stock with election procedures established by the Administrator, respect thereto (including, without limitation, procedures established by under Section 409A of the Administrator after BB&T’s adoption of ASU 2016-09Code, Compensation – Stock Compensation (Topic 718) dated Marchif applicable). Participant is solely responsible for any and all income, 2016. (b) BB&T has made no warranties excise or representations to the other taxes imposed on Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the AwardOption. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall may require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy any such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T Fox Factory or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T Fox Factory shall require the Participant to pay to BB&T Fox Factory in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T Fox Factory or an Affiliate to such authority for the account of such recipient. Notwithstanding Alternatively, at the foregoingelection of Participant, Participant shall be entitled (subject to procedures satisfactory to the Administrator may establish procedures to permit a recipient Committee) to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T Fox Factory withhold shares of Common Stock from any the shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator Committee in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016Committee. (b) BB&T Fox Factory has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T Fox Factory or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T Fox Factory has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T TFC or an its Affiliate shall will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will withhold all required local, state, federal, foreign income foreign, and other taxes income tax obligations and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate the TFC Group to such authority for the account of such recipient. Notwithstanding In accordance with procedures established by the foregoingAdministrator (including procedures established by the Administrator after TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016), the Administrator Participant may establish procedures arrange to permit a recipient to satisfy such obligation pay all applicable taxes in whole cash; or in partthe event the Participant does not make such arrangements, and any local, state, federal, foreign or other income, employment and other such tax obligations relating to will be satisfied by the Award, by electing (the “election”) to have BB&T withhold shares withholding or sale of Common Stock from any shares of Common Stock Shares to which the recipient Participant is entitled. The , and the number of shares of Common Stock Shares to be withheld shall or sold will have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payoutissuance, if any, transfer or disposition of Shares (or any other benefit) pursuant to the Award, and the Participant is in no manner relying on BB&T any member of the TFC Group or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award (including the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a tax advisoradvisor prior to such acquisition or disposition. The Participant acknowledges that the Participant has been advised that the Participant should to consult with the Participant’s own attorney, accountant, and/or or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T the TFC Group has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant. (c) All third-party fees relating to the release, delivery, or transfer of any Award or Shares will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant authorizes the deduction of such fees from such payment(s) without further action or authorization of the Participant or other recipient; and to the extent the Participant or other recipient is not entitled to any such payments, the Participant or other recipient will pay TFC or its designee an amount equal to such fees immediately upon the third party’s charge of such fees.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the AwardOption. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income The Company may, and withhold all required localthe Participant hereby authorizes the Company to, statecharge the Participant's Account (or, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior extent permitted by law, to the delivery or transfer deduct from payments of any shares of Common Stock kind by the Company or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock its subsidiaries to which the recipient is Participant would otherwise be entitled, including without limitation, salary, bonus and other compensation) any federal, state or local taxes (including, without limitation, income taxes and the Participant's portion of any employment taxes) or other amounts which it deems are required by law to be withheld. The In addition, the Company may retain a sufficient number of shares of Common Stock to be withheld shall have issued to the Participant to cover all such required withholding. Notwithstanding the forgoing, in lieu of having such required withholding deducted from other amounts due, the Participant may direct the Company to reduce the number of vested Performance Shares and/or Dividends allocated to the Participant's Account or otherwise retain a Fair Market Value as sufficient number of the date that the amount shares of tax Common Stock to be withheld is determined as nearly equal as possible issued to the Participant to cover any or all such required withholding. Alternatively, the Participant may elect to remit to the Company by check an amount sufficient to satisfy any federal, state or local withholding tax requirements, prior to the delivery of such obligations being satisfiedCommon Stock pursuant to Section 4 hereof. Each election must Participant acknowledges that if Participant fails to provide the check described in the prior sentence, the Company shall elect the manner in which any required withholding shall be made in writing its sole discretion without any liability to the Administrator Participant resulting from the option the Company selects or the timing under which the Company makes and carries out the election. (b) If the Participant is subject to liability under section 16(b) of the Securities and Exchange Act of 1934 on the Vesting Date and makes an election in accordance a timely manner under Section 83(b) of the Code to recognize income for tax purposes, the Participant shall notify the Compensation department within the Company's Finance Department within thirty (30) days of making such election. Participant acknowledges that if the Participant elects to make a Section 83(b) election, the Participant shall be responsible for satisfying applicable IRS filing requirements with election procedures established by respect to such election. (c) The Participant understands and agrees that the Administrator, Company makes no representations as to the tax consequences of the grant of Performance Shares hereunder or the payment of Common Stock with respect thereto (including, without limitation, procedures established by under Section 409A of the Administrator after BB&T’s adoption of ASU 2016-09Code, Compensation – Stock Compensation (Topic 718) dated Marchif applicable). The Participant is solely responsible for any and all income, 2016. (b) BB&T has made no warranties excise or representations to other taxes imposed on the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the AwardOption. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T Fox Factory, the Employer or an Affiliate shall report all income and withhold and remit all required local, state, federal, foreign income and other taxes and any source deductions or other amounts (“applicable withholding taxes”) required to be withheld by any governmental authority or law from any amount payable in cash connection with the payment of cash, the issuance of Shares or the delivery of other property in settlement of RSUs and with respect to any dividend equivalent payments. Without limiting the Award. Prior generality of the foregoing, applicable withholding taxes may be deducted from the Participant’s remuneration or other amounts payable to the delivery Participant; or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant may make a cash payment to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T Employer or an Affiliate equal to such authority the amount required to be remitted for the account of such recipient. Notwithstanding the Participant; notwithstanding the foregoing, with respect to an Award that the Administrator may establish procedures Committee determines to permit settle in Shares, the Committee will provide the Participant with notice of such determination, setting out a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating due date by which the Participant must notify the Committee that the Participant will fund the applicable withholding taxes by way of a cash payment to the AwardEmployer or an Affiliate or through payroll deductions. If the Participant fails to so notify the Committee by the date set out in the notice to the Participant, by electing (the “election”) Participant will be deemed to have BB&T withhold shares directed Fox Factory, on behalf of Common Stock from any shares the Employer, to (i) sell or repurchase, on behalf of Common Stock to which the recipient is entitled. The Participant, that number of shares of Common Stock to be withheld shall have Shares having a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount applicable withholding taxes and (i) remit the proceeds of such obligations being satisfied. Each election must be made in writing sale or repurchase to the Administrator in accordance with election procedures established relevant governmental authority for the account of the Participant; or withholding tax requirements may be satisfied by a combination of such methods. Neither Fox Factory nor the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no Employer have any warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant receipt of cash or other property or the issuance of any Shares to the AwardParticipant or otherwise, and the Participant is in no manner relying on BB&T Fox Factory, the Employer, or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorneylegal counsel, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T Fox Factory has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Option Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance, transfer or disposition of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect related to the Award grant of the Option or the acquisition or disposition of the Shares subject to the Option and that the Participant should consult a tax advisoradvisor prior to such grant, acquisition or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the AwardOption. Prior to the delivery or transfer of any shares of Common Stock certificate for Shares or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment and other income tax obligations relating to the AwardOption, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock the Shares to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award Option or issuance or transfer of Shares following exercise of the payout, if any, pursuant to the AwardOption, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect upon acquisition or disposition of the Shares subject to the Award Option and that the Participant should consult a tax advisoradvisor prior to such exercise or disposition. The Participant acknowledges that the Participant he has been advised that the Participant he should consult with the Participant’s his own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

Withholding; Tax Matters. (a) BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income, employment LTIP Sr Exec 013016 v.1 - 8 - and other tax obligations relating to the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016. (b) BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.