Atlantic Union Bankshares Corporation
Incentive Plan Terms & Conditions
The terms and conditions (“T&C”) set forth herein apply to, are an integral part of and are incorporated into the cash incentive plan document (the “Incentive Document”) to which the T&C are attached. Collectively, the T&C and the Incentive Document constitute the “Plan.” Capitalized terms used but not defined in the T&C have the meaning assigned to them in the Incentive Document, unless the T&C provides, or the context requires, otherwise.
The purpose of the Plan is to reward the performance of the Participants in a manner that is consistent with Atlantic Union’s strategic plan and the attainment of a growing return to the shareholders of Atlantic Union. The Plan is further intended to assist Atlantic Union and the Bank in their ability to motivate, attract and retain qualified teammates.
The Plan is in effect January 1, 2021 through December 31, 2021, and will continue to renew for successive one-year periods (each calendar year being a “Plan Year”) unless otherwise terminated or modified in accordance with the Plan.
A teammate who is hired into an eligible position, as defined within the Incentive Document, subsequent to the commencement of the Plan Year may be deemed eligible by the Compensation Committee (the “Committee”) of the Atlantic Union Board of Directors (the “Board”) (or its delegee) for participation in the Plan, in the Committee’s discretion (or in the delegee’s discretion). The Plan Sponsor will recommend to the Committee (or its delegee) the terms and conditions upon which such employee may participate during his or her partial year of eligibility. The Plan Sponsor shall also recommend to the Committee (or its delegee) the terms and conditions upon which any employee who is hired into or transferred into a new position, which is not defined as an eligible position within the Incentive Document, for which the Plan Sponsor wishes to provide eligibility or partial year eligibility in the Plan.
A Participant who transfers into or out of an eligible position with Atlantic Union or the Bank during the Plan Year, will be treated for purposes of eligibility as being in the position they hold on December 31st of the Plan Year. The Plan Sponsor will recommend to the Committee (or its delegee) the terms and conditions upon which such employee may participate during his or her partial year of eligibility.
For a Participant who is on a performance improvement plan or similar counseling or performance document, the Plan Sponsor, following consultation with the Chief Human Resources Officer, may, in his or her discretion, modify the incentive to result in a zero or reduced award unless and until the Participant’s manager documents in writing that the Participant is performing at an appropriate level to be eligible for the incentive compensation.
No Participant will be eligible to participate in other short-term, annual cash incentive plans or programs offered by Atlantic Union or the Bank while he or she is a Participant in the Plan.
In the event, during the Plan Year, of the Participant’s death, permanent disability (as determined by the Committee in its discretion) or retirement at or after age 65 (each, an “Early Termination Event”), any incentive compensation award shall be based on performance for the Plan Year, but prorated through the end of the month in which the Early Termination Event occurs and shall be paid at the same time as would be otherwise due under the Plan, but in no event later than March 15th following the end of the Plan Year.
In the event the Participant’s employment ceases prior to the payment of any incentive compensation award under the Plan for any reason other than an Early Termination Event, including, without limitation, a voluntary termination of