Performance Share Award Agreement
It is my pleasure to inform you that you are hereby granted a Performance Share Award (Award), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Award Overview (Overview) and the terms of the Fifth Third Bancorp 2017 Incentive Compensation Plan (the Plan) (collectively, the Award Agreement, Overview, and Plan shall be referred to herein as the Award Terms).
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Grant Date of Performance Share Award
Performance Shares Granted
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The three-year period beginning January 1st of the year of grant and ending December 31st three years later
[Number of Shares granted]
Return on Average Common Equity (ROACE) Relative to Peer Group, Adjusted Return on Tangible Common Equity (ROTCE), Efficiency Ratio, and Risk Performance Evaluation Rating of Achieves or above
These Performance Shares will vest on the third anniversary of the Grant Date subject to achievement of Performance Goals. The number of vested Performance Shares earned as part of this Award, if any, and the value of such Award will be determined following the end of the 3-year Performance Period based upon Performance Goals achieved. Details regarding the Performance Goals and their impact on the number of Performance Shares earned and forfeiture of Performance Shares are contained in the Overview.
Separation from employment impacts the vesting and earning of this Award. For details on the impact of employment separations, including the definition of Retirement applicable to this Award, please review the Award Terms.
Any bonus, commission, compensation, or award granted to you under the Plan is subject to recovery, or clawback by the Company in such amount and with respect to such time period as the Committee shall determine to be required by policy, applicable law, rules, or regulations if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, or as otherwise required by law. In addition, all executive compensation plans and awards are automatically amended as necessary to comply with the requirements and/or limitations under any other laws, rules, regulations, or regulatory agreements up to and including a revocation of this Award.
Acceptance of this Award confirms your agreement to the Award Terms (copies of which were delivered with this Award Agreement) including the Confidential Information and Non-Solicitation Agreement located on the following pages. In the event of any conflict between the terms of this Award Agreement and the Plan, the terms of the Plan shall control. In addition, you confirm that you have received, or have access to, the 2017 Incentive Compensation Plan Prospectus.
This Award will expire by its own terms unless accepted within 60 days.
For Fifth Third Bancorp:
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|Greg D. Carmichael || || || || || || || |
|Chairman, President & Chief Executive Officer || || || || || || || |
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.