If the minimum required stock ownership level required by this Policy is increased, Participants will have until the later of three years from the date of such increase or three years following the end of their accumulation period under the prior policy, to achieve the new required ownership level.
The Committee will review at least annually the value of a Participant’s holdings as of a selected date (the “Valuation Date”). The holdings value to be based on the average closing price of a share of the Corporation’s common stock for the 90 day period preceding the annual valuation date, the number of shares held in compliance with the guidelines, and the Participant’s then current base salary all determined as of the Valuation Date.
If a Participant is not in compliance with this Policy at any Valuation Date, such Participant must retain 50 percent of his or her vested full value shares of the Corporation’s common stock acquired through the Corporation’s incentive plans or other equity compensation arrangements after such Valuation Date.
Stock Option Holding Period
If a Participant is not in compliance with this Policy at any Valuation Date, such Participant is prohibited from selling Corporation common stock acquired after such Valuation Date by exercising stock options. Notwithstanding the preceding sentence, Participants may immediately sell Corporation common stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax withholding.
Reporting and Compliance
Progress and compliance in achieving the minimum ownership guidelines will be reviewed at least annually and reported to the Committee.
Participants not in compliance with the minimum ownership guidelines will receive written notification from the Corporation that the Retention Ratio and Stock Option Holding Period described above will apply until the Participant provides written notification and documentation satisfactory to the Corporation indicating that he or she has come into compliance with this Policy.
The Committee may make changes to this Policy as it deems appropriate. Violations of this Policy may result in adjustments to incentive-based compensation, such as the loss of future grants of incentive plan awards.
There may be instances where the ownership levels in this Policy would place a severe financial or personal hardship on a Participant. The Committee may, in its discretion, modify or delay application of the minimum ownership requirements in the case of demonstrated severe financial or personal hardship. The Committee will record in its meeting minutes any such action taken to modify or delay application of the minimum ownership requirements, although the Participant need not be named.
The Committee shall be responsible for monitoring the application of this Policy. In the event of any conflict or inconsistency between this Policy and any other policies, plans, or other materials of the Corporation, this Policy shall govern.
Approved: Atlantic Union Bankshares Corporation, December 10, 2020