M&T BANK CORPORATION
2019 EQUITY INCENTIVE COMPENSATION PLAN
* * *
PERFORMANCE SHARE UNIT AWARD AGREEMENT
GRANTEE:
DATE OF GRANT:
PERFORMANCE SHARE UNITS (“Target Award”):
PERFORMANCE PERIOD:
M&T Bank Corporation (the “Company”) hereby grants to the Grantee this Performance Share Unit Award. This grant is made pursuant to the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the “Plan”) and is subject to the terms and conditions of the Plan and this Agreement. As used herein, the term “Agreement” shall mean, collectively, this cover page with the Performance Goals attached as Exhibit A, the related Terms and Conditions of Performance Share Unit Award delivered to the Grantee with this cover page (the “Terms and Conditions”), and, as applicable, the Policy for Alignment of Incentive Compensation with Risk (the “Forfeiture Policy”). As used herein, the term “vest” shall mean the satisfaction of the Performance Goals and other conditions described herein and in the Plan with respect to one or more Performance Share Units but shall not mean the actual settlement of the Award. Capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Plan. A copy of the Plan, the Plan prospectus and the Forfeiture Policy can be viewed and downloaded from the Company’s Intranet under the Human Resources page.
Subject to the terms of the Plan, the Forfeiture Policy (as applicable), and this Agreement, including without limitation, the Grantee’s fulfillment of the employment requirements in Section 4 of the Terms and Conditions, the Performance Share Units awarded hereunder will vest by achieving the Performance Goals set forth on Exhibit A attached hereto, subject to the applicable provisions of the Plan and this Agreement. Based on the achievement of the Performance Goals set forth on Exhibit A, the Grantee is eligible to vest in up to 150% of the Target Award, subject to fulfillment of the employment requirements in Section 4 of the Terms and Conditions.
To the extent the Performance Goals are achieved and the Grantee fulfills the employment requirements in Section 4 of the Terms and Conditions, a number of shares of Common Stock equal to the vested Performance Share Units will be distributed to the Grantee.
To the extent the Performance Share Units do not vest, the unvested portion of the Grantee’s Performance Share Units is subject to forfeiture under Section 4 of the Terms and Conditions and, as applicable, the Forfeiture Policy.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf effective as of the Date of Grant.
| M&T BANK CORPORATION |
|
|
| By: ______________________ |
Exhibit A
ROTCE Performance Goals
- 3 -
Relative ROTCE | ||
Performance Level |
| Relative ROTCE Vesting Percentage |
≥ 75th Percentile |
| 150% |
50th Percentile |
| 100% |
25th Percentile |
| 75% |
< 25th Percentile |
| 50% |
- 4 -
Absolute ROTCE | ||
Performance Level |
| Vesting Percentage |
≥ 17% |
| 150% |
5% to < 17% |
| Based on Relative ROTCE Vesting Percentage |
< 5% |
| 0% |
Schedule A
Peer Group
Citizens Financial Group, Inc. (CFG)
Comerica Incorporated (CMA)
Fifth Third Bancorp (FITB)
First Horizon (FHN)
Huntington Bancshares Incorporated (HBAN)
KeyCorp (KEY)
PNC Financial Services Group, Inc. (PNC)
Regions Financial Corporation (RF)
- 5 -
Truist (TFC)
U.S. Bancorp (USB)
Zions Bancorporation (ZION)
- 6 -
M&T BANK CORPORATION
2019 EQUITY INCENTIVE COMPENSATION PLAN
TERMS AND CONDITIONS
OF
PERFORMANCE SHARE UNIT AWARD
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -