What is the primary purpose of these Performance Awards?

The primary purpose of these Performance Awards is to incentivize BB&T's top executives to achieve sustained superior corporate financial performance, specifically in terms of Return on Common Equity (ROCE), and to encourage their continued employment and leadership with the company over the next five years.

What specific performance metric must BB&T achieve for these awards to vest?

BB&T must achieve an average GAAP Return on Common Equity (ROCE) for the calendar years 2010, 2011, and 2012 that is above the median ROCE of its peer group. This metric is subject to adjustments for unusual and/or non-recurring items.

Under what circumstances would an executive NOT forfeit their Performance Award?

An executive would not forfeit their Performance Award if they remain employed with BB&T for the full five-year period AND the company achieves the specified average ROCE performance goal. Exceptions to immediate forfeiture also exist for death, disability, retirement, involuntary termination without cause, and change of control, though performance goal achievement is still a requirement in most of these scenarios.

Are there any immediate benefits, like dividends, associated with these awards?

No, dividends will not be paid on the shares of common stock underlying a Performance Award until the award has vested. This means executives will not receive any income from the award shares until the vesting conditions are met.

TRUIST FINANCIAL CORP 8-K: Leadership Changes

Summary

This Form 8-K filing from BB&T Corporation (now Truist Financial Corp) on June 25, 2010, announces the granting of special, one-time performance-based restricted stock units (Performance Awards) to its 10-member Executive Management group, including the CEO. These awards are designed to incentivize sustained superior financial performance and executive retention. The key feature of these Performance Awards is their dual vesting requirement: executives must remain employed by BB&T for five years from the grant date, and concurrently, the company must achieve a specific three-year corporate performance goal. This goal is defined as average GAAP Return on Common Equity (ROCE) for 2010-2012, outperforming the median ROCE of the company's peer group, with adjustments for unusual items. Failure to meet either condition results in forfeiture of the entire award.

Key Highlights

1Special, one-time performance-based restricted stock units (Performance Awards) granted to 10 executive management members.
2Awards are subject to a five-year "cliff" vesting period, requiring continued employment through June 2015.
3Vesting also contingent on achieving a three-year corporate performance goal (average ROCE for 2010-2012 compared to peers).
4The corporate performance metric is average GAAP ROCE over 2010-2012, adjusted for non-recurring items.
5If the corporate performance goal is not met, all awards are forfeited.
6Specific provisions allow for accelerated vesting in cases of death, disability, retirement, involuntary termination without cause, or change of control, subject to meeting performance goals in most scenarios.
7No dividends will be paid on the underlying shares until the award vests.

TRUIST FINANCIAL CORP 8-K Report, Executive Changes (Jun 25, 2010)

Summary

Key Highlights

Frequently Asked Questions