In addition, if you remain employed with the Combined Company through the Extension Date, you will have thirty (30) days immediately following the Extension Date to determine whether, based upon your position, duties, authority and principal work location as of the Extension Date, as compared to your position, duties, authority and principal work location as of immediately prior to the date of the closing of the Merger, to resign your employment (a) for “Good Reason” under the Executive Severance Plan and (b) for “Good Reason” under your outstanding SunTrust equity or equity-based incentive awards. For this purpose, your benefits under the Executive Severance Plan if you have Good Reason will be your Enhanced Entitlements and any applicable Good Reason cure period will be limited to thirty (30) days.
You agree that, until the Extension Date, you waive any right you may have to terminate your employment (a) for “Good Reason” under the Executive Severance Plan or (b) for “Good Reason” under any outstanding SunTrust equity or equity-based incentive award granted to you (including, but not limited to, restricted stock units, performance share units, stock options or phantom shares), in each case, as a result of your transition to your Integration Role and Location (or, with respect to your title and position, the assignment to you of the duties, responsibilities and authority associated therewith, or any substantially similar title and position).
Your rights to your Enhanced Entitlements and with respect to Good Reason following the Extension Date under this Agreement will be administered and construed consistent with the terms and claims procedures of the Executive Severance Plan (after giving effect to the “Legal Fees” paragraph below) as if such terms were set forth therein.
Legal Fees
In the event any claim, contest or dispute arises between you and the Combined Company regarding the characterization of your termination as it affects your right to benefits under (a) this letter or (b) the Executive Severance Plan, upon a termination of employment prior to the thirtieth (30th) day after the Extension Date, whether instituted by formal legal proceedings or otherwise, the Combined Company shall reimburse you for all reasonable costs and expenses, including reasonable attorneys’ fees, arising from any such claim, contest or dispute, if you prevail in any action initiated by you or you have acted reasonably and in good faith in defending against any action initiated by the Combined Company (notwithstanding Section 9 of the Arbitration Agreement). Such reimbursement shall be paid within ten (10) days after you furnish the Combined Company with written evidence of any costs and expenses you have incurred. All reimbursements provided under this letter will be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
Effectiveness
This letter agreement will become effective on the closing of the Merger. If your employment terminates for any reason before the closing of the Merger or the Merger is abandoned, this letter will automatically terminate and be of no further force or effect and neither of us will have any obligations under it.
Interpretation
Except as specifically provided for in this letter, your and our rights under the Executive Severance Plan and outstanding SunTrust equity or equity-based incentive awards will remain in full force and effect.
