M&T BANK CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Vested Restricted Stock Unit Award Agreement • May 8th, 2014 • M&t Bank Corp • State commercial banks • New York
M&T Bank Corporation (the “Company”) hereby grants to the Grantee a Performance-Vested Restricted Stock Unit Award. This grant is made pursuant to the M&T Bank Corporation 2009 Equity Incentive Compensation Plan (the “Plan”) and is subject to the terms and conditions of the Plan and this Agreement. As used herein, the term “Agreement” shall mean, collectively, this cover page, the related Terms and Conditions of Performance-Vested Restricted Stock Unit Award delivered to the Grantee with this cover page (the “Terms and Conditions”), and the Policy for Alignment of Incentive Compensation with Risk (the “Forfeiture Policy”). As used herein, the term “vest” shall mean the lapsing of the restrictions and the satisfaction of the conditions described herein and in the Plan with respect to one or more Performance-Vested Restricted Stock Units but shall not mean the actual settlement of the Award. Capitalized terms used in this Agreement without definition shall have the meanings assigned to t
