Stock Appreciation Right Award Agreement
It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (SARs) subject to the terms and conditions of this Award Agreement, the applicable Long-Term Incentive Award Overview (Overview), and the terms of the Fifth Third Bancorp 2019 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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|Date of Grant || ||[Grant Date]|
|Total Number of SARs Granted || ||[Number of Shares Granted]|
|Grant Date Price per Share of Stock || ||[Grant Price]|
|Expiration Date || ||[Expiration Date]|
|Performance Goals || ||Adjusted Return on Tangible Common Equity (ROTCE),|
| || ||Annual Risk Performance Evaluation rating of|
| || ||Achieves or above|
These Stock Appreciation Rights will vest in three equal annual installments on the first, second, and third anniversaries of the Grant Date (Anniversary Date(s)) subject to achievement of Performance Goals. The number of Stock Appreciation Rights earned as part of this Award on each applicable Anniversary Date, if any, will be determined following the end of the fiscal year ended immediately prior to such Anniversary Date based upon the Performance Goals achieved. Details regarding the Performance Goals and their impact on forfeiture of Stock Appreciation Rights are contained in the Overview.
Upon exercise, you will be entitled to a payment in the form of Fifth Third shares of stock with a fair market value equal to the fair market value of a share of Fifth Third stock at the date of exercise in excess of the Grant Date price per share of stock, multiplied by the number of SARs exercised.
Separation of 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. Please note, if you should voluntarily leave the Company at any point during the life of this Award, you will have 90 days from your termination date to exercise any vested rights that have accumulated.
Any bonus, commission, compensation, or awards 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 2019 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
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This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.