SUNTRUST BANKS, INC. 1995 EXECUTIVE STOCK PLAN
SECTION 1. BACKGROUND AND PURPOSE
The name of this Plan is the SunTrust Banks, Inc. 1995 Executive
Stock Plan. The purpose of this Plan is to promote the interest of SunTrust
and its Subsidiaries through grants to Key Employees of Options to purchase
Stock, grants of stock appreciation rights and grants of Restricted Stock in
order (1) to attract and retain Key Employees, (2) to provide an additional
incentive to each Key Employee to work to increase the value of Stock and
(3) to provide each Key Employee with a stake in the future of SunTrust which
corresponds to the stake of each of SunTrust's shareholders.
SECTION2 . DEFINITIONS
Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall
include the singular.
2.1. Board -- means the Board of Directors of SunTrust.
2.2. Change in Control -- means a change in control of SunTrust
of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in
effect on January 1, 1995, provided that such a change in control shall be
deemed to have occurred at such time as (i) any "person" (as that term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly
or indirectly, of securities representing 20% or more of the combined voting
power for election of directors of the then outstanding securities of
SunTrust or any successor of SunTrust; (ii) during any period of two
consecutive years or less, individuals who at the beginning of such period
constitute the Board cease, for any reason, to constitute at least a majority
of the Board, unless the election or nomination for election of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; (iii) the
shareholders of SunTrust approve any merger, consolidation or share exchange
as a result of which the common stock of SunTrust shall be changed, converted
or exchanged (other than a merger with a wholly-owned subsidiary of
SunTrust), or any dissolution or liquidation of SunTrust or any sale or the
disposition of 50% or more of the assets or business of SunTrust; or (iv) the
shareholders of SunTrust approve any merger or consolidation to which
SunTrust is a party or a share exchange in which SunTrust shall exchange its
shares for shares of another corporation as a result of which the persons who
were shareholders of SunTrust immediately prior to the effective date of the
merger, consolidation or share exchange shall have beneficial ownership of
less than 50% of the combined voting power for election of directors of the
surviving corporation following the effective date of such merger,
consolidation or share exchange; provided, however, and notwithstanding the
occurrence of any of the events previously described in this definition, that
no "Change in Control" shall be deemed to have occurred under this definition
if, prior to such time as a "Change in Control" would otherwise be deemed to
have occurred under this definition, the Board determines otherwise.
2.3 Code -- means the Internal Revenue Code of 1986, as amended.
2.4 Committee --means a Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and
which shall consist of at least two members of the Board (i) none of
whom shall be eligible to receive grants of Options, SARs or Restricted
Stock and (ii) each of whom shall be a "disinterested" person within
the meaning of Rule 16b-3 under the Exchange Act and each of whom shall
be (or be treated as) an "outside director" for purposes of Section
162(m) of the Code.
2.5 Covered Employee -- means a Key Employee who the Committee on
the date he or she is granted an Option, a SAR or Restricted Stock deems
likely to be a "covered employee" (within the meaning of Section 162(m) of
the Code) as of any date on or after the date of such grant.
2.6 Exchange Act -- means the Securities Exchange Act of 1934, as
amended.
2.7 Fair Market Value -- means (1) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New
York Stock Exchange Composite Transactions quotation system (or under any
successor quotation system) or, if Stock is no longer traded on the New York
Stock Exchange, under the quotation system under which such closing price is
reported or, if The Wall Street Journal no longer reports such closing price,
such closing price as reported by a newspaper or trade journal selected by
the Committee or, if no such closing price is available on such date,
(2) such closing price as so reported in accordance with Section 2.7(1) for
the immediately preceding business day, or, if no newspaper or trade journal
reports such closing price, (3) the price which the Committee acting in good
faith determines through any reasonable valuation method that a share of
Stock might change hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or to sell and both having
reasonable knowledge of the relevant facts.
2.8 ISO -- means an option granted under this Plan to purchase
Stock which is evidenced by an Option Agreement which provides that the
option is intended to satisfy the requirements for an incentive stock
option under Section 422 of the Code.
2.9 Key Employee -- means any employee of SunTrust or any
Subsidiary who, in the judgment of the Committee acting in its absolute
discretion, is a key to the success of SunTrust or such Subsidiary and
who is not a Ten Percent Shareholder.
2.10. NQO -- means an option granted under this Plan to purchase
Stock which is evidenced by an Option Agreement which provides that the
option shall not be treated as an incentive stock option under Section 422
of the Code.
2.11. Option -- means an ISO or a NQO.
2.12. Option Agreement -- means the written agreement or instrument
which sets forth the terms of an Option granted to a Key Employee under
Section 7 of this Plan.
2.13. Option Price -- means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under
this Plan.
2.14. Parent Corporation -- means any corporation which is a parent
of SunTrust within the meaning of Section 424(e) of the Code.
2.15. Plan -- means this SunTrust Banks, Inc. 1995 Executive Stock
Plan, as amended from time to time.
2.16. Restricted Stock -- means Stock granted to a Key Employee
under Section 8 of this Plan.
2.17. Restricted Stock Agreement -- means the written agreement
or instrument which sets forth the terms of a Restricted Stock grant to a
Key Employee under Section 8 of this Plan.
2.18. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section
16b of the Exchange Act or any successor to such rule.
2.19. Stock -- means the One Dollar ($1.00) par value common stock
of SunTrust.
2.20. SAR -- means a right which is granted pursuant to the terms
of Section 7 of this Plan to the appreciation in the Fair Market Value of a
share of Stock in excess of the SAR Share Value for such a share.
2.21. SAR Agreement -- means the written agreement or instrument
which sets forth the terms of a SAR granted to a Key Employee under Section
7 of this Plan.
2.22. SAR Share Value -- means the figure which is set forth in
each SAR Agreement and which is no less than the Fair Market Value of a
share of Stock on the date the related SAR is granted.
2.23. Subsidiary -- means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of SunTrust
except a corporation which has subsidiary corporation status under Section
424(e) of the Code exclusively as a result of SunTrust or a SunTrust
subsidiary holding stock in such corporation as a fiduciary with respect to
any trust, estate, conservatorship, guardianship or agency.
2.24. SunTrust -- means SunTrust Banks, Inc., a Georgia corporation,
and any successor to such corporation.
2.25. Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 424(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock
of either SunTrust, a Subsidiary or a Parent Corporation.
SECTION 3. SHARES RESERVED UNDER PLAN
There shall be 5,000,000 shares of Stock reserved for use under this
Plan. All such shares of Stock shall be reserved to the extent that SunTrust
deems appropriate from authorized but unissued shares of Stock and from shares
of Stock which have been reacquired by SunTrust. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option and any Restricted Shares which are
forfeited thereafter shall again become available for use under this Plan,
but any shares of Stock used to satisfy a withholding obligation under
Section 14.3 shall not again become available for use under this Plan. The
exercise of a SAR or a surrender right in an Option with respect to any
shares of Stock shall be treated for purposes of this Section 3 the same as
the exercise of an Option for the same number of shares of Stock.
SECTION 4. EFFECTIVE DATE
This Plan shall be effective on January 1, 1995, provided the
shareholders of SunTrust (acting at a duly called meeting of such
shareholders) approve this Plan within twelve (12) months after such date
and such approval satisfies the requirements for shareholder approval under
Rule 16b-3 and Code Section 422(b)(1). Any Restricted Stock, any Option
and any SAR granted under this Plan before such shareholder approval
automatically shall be granted subject to such shareholder approval.
SECTION 5. COMMITTEE
This Plan shall be administered by the Committee. The Committee acting
in its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have
the power to interpret this Plan and (subject to Section 11, Section 12 and
Section 13) to take such other action in the administration and operation of
this Plan as the Committee deems equitable under the circumstances, which
action shall be binding on SunTrust, on each affected Key Employee and on
each other person directly or indirectly affected by such action. The
Committee shall use its best efforts to grant Options, SARs and Restricted
Stock under this Plan to a Covered Employee which will qualify as
"performance-based compensation" for purposes of Section 162(m) of the Code,
except where the Committee deems that SunTrust's interests when viewed
broadly will be better served by a grant which is free of the conditions
required to so qualify any such grant for purposes of Section 162(m) of the
Code.
SECTION 6. ELIGIBILITY
Only Key Employees shall be eligible for the grant of Options, SARs or
Restricted Stock under this Plan.
SECTION 7. OPTIONS AND SARs
7.1 Options. The Committee acting in its absolute discretion
shall have the right to grant Options to Key Employees under this Plan from
time to time to purchase shares of Stock. Each grant of an Option shall be
evidenced by an Option Agreement, and each Option Agreement shall set forth
whether the Option is an ISO or a NQO and shall set forth such other terms
and conditions of such grant as the Committee acting in its absolute
discretion deems consistent with the terms of this Plan.
7.2 $100,000 Limit. The aggregate Fair Market Value of ISOs
granted to a Key Employee under this Plan and incentive stock options granted
to such Key Employee under any other stock option plan adopted by SunTrust,
a Subsidiary or a Parent Corporation which first become exercisable in any
calendar year (which begins on or after January 1, 1995) shall not exceed
$100,000. Such Fair Market Value figure shall be determined by the Committee
on the date the ISO or other incentive stock option is granted, and the
Committee shall interpret and administer the limitation set forth in this
Section 7.2 in accordance with Section 422(d) of the Code.
7.3 Share Limitation.
a) A Key Employee (other than a Key Employee who is SunTrust's
chief executive officer) may be granted in any calendar year one or more
Options, or one or more SARs, or one or more Options and SARs in any
combination which, individually or in the aggregate, relate to no more than
60,000 shares of Stock.
b) A Key Employee who is SunTrust's chief executive officer may
be granted in any calendar year one or more Options, or one or more SARs,
or one or more Options and SARs in any combination which, individually or
in the aggregate, relate to no more than 100,000 shares of Stock.
7.4 Option Price. The Option Price for each share of Stock
subject to an Option shall be no less than the Fair Market Value of a share
of Stock on the date the Option is granted. The Option Price shall be
payable in full upon the exercise of any Option, and an Option Agreement at
the discretion of the Committee can provide for the payment of the Option
Price (a) in cash or by a check acceptable to the Committee, (b) in Stock
which has been held by the Key Employee for a period acceptable to the
Committee and which Stock is otherwise acceptable to the Committee, (c)
through a broker facilitated exercise procedure acceptable to the Committee
or (d) in any combination of the three methods described in this Section 7.4
which is acceptable to the Committee. Any payment made in Stock shall be
treated as equal to the Fair Market Value of such Stock on the date the
properly endorsed certificate for such Stock is delivered to the Committee.
7.5 Exercise Period. Each Option granted under this Plan shall
be exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall make an Option
exercisable before the date such Option is granted or after the earlier of:
a) the date such Option is exercised in full, or
b) the date which is the tenth anniversary of the date such
Option is granted.
An Option Agreement may provide for the exercise of an Option after the
employment of a Key Employee has terminated for any reason whatsoever,
including death or disability.
7.6 Nontransferability. Except to the extent the Committee deems
permissible under Section 422(b) of the Code and Rule 16b-3 and consistent
with the best interests of SunTrust, neither an Option granted under this
Plan nor any related surrender rights nor any SAR shall be transferable by
a Key Employee other than by will or by the laws of descent and distribution,
and such Option and any such surrender rights and any such SAR shall be
exercisable during a Key Employee's lifetime only by the Key Employee. The
person or persons to whom an Option or a SAR is transferred by will or by the
laws of descent and distribution thereafter shall be treated as the Key
Employee under this Plan.
7.7 SARs and Surrender Rights.
(a) SARs. The Committee acting in its absolute discretion may
grant a Key Employee a SAR which will give the Key Employee the right to the
appreciation in one, or more than one, share of Stock, and any such
appreciation shall be measured from the related SAR Share Value. The
Committee shall have the right to make any such grant subject to such
additional terms as the Committee deems appropriate, and such terms shall
be set forth in the related SAR Agreement.
(b) Option Surrender Rights. The Committee acting in its
absolute discretion also may incorporate a provision in an Option Agreement
to give a Key Employee the right to surrender his or her Option in whole or
in part in lieu of the exercise (in whole or in part) of that Option to
purchase Stock on any date that
(1) the Fair Market Value of the Stock subject to such Option
exceeds the Option Price for such Stock, and
(2) the Option to purchase such Stock is otherwise exercisable.
(c) Procedure. The exercise of a SAR or a surrender right in an
Option shall be effected by the delivery of the related SAR Agreement or
Option Agreement to the Committee (or to its delegate) together with a
statement signed by the Key Employee which specifies the number of shares
of Stock as to which the Key Employee, as appropriate, exercises his or her
SAR or exercises his or her right to surrender his or her Option and (at
the Key Employee's option) how he or she desires payment to be made with
respect to such shares.
(d) Payment. A Key Employee who exercises his or her SAR or
right to surrender his or her Option shall (to the extent consistent with
the exemption under Rule 16b-3) receive a payment in cash or in Stock, or
in a combination of cash and Stock, equal in amount on the date such exercise
is effected to (i) the number of shares of Stock with respect to which, as
applicable, the SAR or the surrender right is exercised times (ii) the excess
of the Fair Market Value of a share of Stock on such date over, as
applicable, the SAR Share Value for a share of Stock subject to the SAR or
the Option Price for a share of stock subject to an Option. The Committee
acting in its absolute discretion shall determine the form and timing of
such payment, and the Committee shall have the right (1) to take into
account whatever factors the Committee deems appropriate under the
circumstances, including any written request made by the Key Employee and
delivered to the Committee (or to its delegate) and (2) to forfeit a Key
Employee's right to payment of cash in lieu of a fractional share of stock
if the Committee deems such forfeiture necessary in order for the surrender
of his or her Option under this Section 7.7 to come within the exemption
under Rule 16b-3. Any cash payment under this Section 7.7 shall be made
from SunTrust's general assets, and a Key Employee shall be no more than a
general and unsecured creditor of SunTrust with respect to such payment.
(e) Restrictions. Each SAR Agreement and each Option Agreement
which incorporates a provision to allow a Key Employee to surrender his
or her Option shall incorporate such additional restrictions on the exercise
of such SAR or surrender right as the Committee deems necessary to satisfy
the conditions to the exemption under Rule 16b-3.
SECTION 8. RESTRICTED STOCK
8.1 Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Restricted Stock to Key Employees
under this Plan from time to time. However, no more than 2,500,000 shares
of Stock shall be granted as Restricted Stock from the shares otherwise
available for grants under this Plan. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement, and each Restricted Stock
Agreement shall set forth the conditions, if any, which will need to be
timely satisfied before the grant will be effective and the conditions, if
any, under which the Key Employee's interest in the related Stock will be
forfeited.
8.2 Effective Date. A Restricted Stock grant shall be effective
(a) as of the date set by the Committee when the grant is made or, if the
grant is made subject to one, or more than one, condition, (b) as of the date
the Committee determines that such conditions have been timely satisfied.
8.3 Conditions.
(a) Grant Conditions. The Committee acting in its absolute
discretion may make the grant of Restricted Stock to a Key Employee subject
to the satisfaction of one, or more than one, objective employment,
performance or other grant condition which the Committee deems appropriate
under the circumstances for Key Employees generally or for a Key Employee
in particular, and the related Restricted Stock Agreement shall set forth
each such condition and the deadline for satisfying each such grant
condition. If a Restricted Stock grant will become effective only upon the
satisfaction of one, or more than one, condition, the related shares of
Stock shall be unavailable under Section 3 for the period which begins on
the date as of which such grant is made and, if a Restricted Stock grant
fails to become effective in whole or in part under Section 8.2, such period
shall end on the date of such failure (i) for the related shares of Stock
subject to such grant (if the entire grant fails to become effective) or (ii)
for the related shares of Stock subject to that part of the grant which fails
to become effective (if only part of the grant fails to become effective).
If such period ends for any such shares of Stock, such shares shall be
treated under Section 3 as forfeited at the end of such period and shall
again become available under Section 3.
(b) Forfeiture Conditions. The Committee may make each Restricted
Stock grant (if, when and to the extent that the grant becomes effective)
subject to one, or more than one, objective employment, performance or other
forfeiture condition which the Committee acting in its absolute discretion
deems appropriate under the circumstances for Key Employees generally or for
a Key Employee in particular, and the related Restricted Stock Agreement
shall set forth each such condition and the deadline for satisfying each such
forfeiture condition. A Key Employee's nonforfeitable interest in the shares
of Stock related to a Restricted Stock grant shall depend on the extent to
which each such condition is timely satisfied. Each share of Stock related
to a Restricted Stock grant shall again become available under Section 3
after such grant becomes effective if such share is forfeited as a result of
a failure to timely satisfy a forfeiture condition, in which event such share
of Stock shall again become available under Section 3 as of the date of such
failure. A Stock certificate shall be issued (subject to the conditions, if
any, described in this Section 8.3(b) and Section 8.4) to, or for the
benefit of, the Key Employee with respect to the number of shares for which
a grant has become effective as soon as practicable after the date the grant
becomes effective.
8.4 Dividends and Voting Rights.
(a) Each Restricted Stock Agreement shall state whether the Key
Employee shall have a right to receive any cash dividends which are paid
with respect to his or her Restricted Stock after the date his or her
Restricted Stock grant has become effective and before the first day that
the Key Employee's interest in such stock is forfeited completely or becomes
completely nonforfeitable. If a Restricted Stock Agreement provides that a
Key Employee has no right to receive a cash dividend when paid, such
agreement shall set forth the conditions, if any, under which the Key
Employee will be eligible to receive one, or more than one, payment in the
future to compensate the Key Employee for the fact that he or she had no
right to receive any cash dividends on his or her Restricted Stock when such
dividends were paid. If a Restricted Stock Agreement calls for any such
payments to be made, SunTrust shall make such payments from SunTrust's
general assets, and the Key Employee shall be no more than a general and
unsecured creditor of SunTrust with respect to such payments.
(b) If a Stock dividend is declared on such a share of Stock
after the grant is effective but before the Key Employee's interest in
such Stock has been forfeited or has become nonforfeitable, such Stock
dividend shall be treated as part of the grant of the related
Restricted Stock, and a Key Employee's interest in such Stock dividend
shall be forfeited or shall become nonforfeitable at the same time as
the Stock with respect to which the Stock dividend was paid is
forfeited or becomes nonforfeitable.
(c) If a dividend is paid other than in cash or Stock, the
disposition of such dividend shall be made in accordance with such
rules as the Committee shall adopt with respect to each such dividend.
(d) A Key Employee shall have the right to vote the Stock related
to his or her Restricted Stock grant after the grant is effective with
respect to such Stock but before his or her interest in such Stock has
been forfeited or has become nonforfeitable.
8.5 Satisfaction of Forfeiture Conditions. A share of Stock
shall cease to be Restricted Stock at such time as a Key Employee's
interest in such Stock becomes nonforfeitable under this Plan, and the
certificate representing such share shall be reissued as soon as
practicable thereafter without any further restrictions related to
Section 8.3(b) or Section 8.4 and shall be transferred to the Key
Employee.
SECTION 9. SECURITIES REGISTRATION
Each Option Agreement, SAR Agreement and Restricted Stock Agreement
shall provide that, upon the receipt of shares of Stock as a result of
the exercise of an Option (or any related surrender right) or a SAR or the
satisfaction of the forfeiture conditions under a Restricted Stock
Agreement, the Key Employee shall, if so requested by SunTrust, hold such
shares of Stock for investment and not with a view of resale or distribution
to the public and, if so requested by SunTrust, shall deliver to SunTrust a
written statement satisfactory to SunTrust to that effect. As for Stock
issued pursuant to this Plan, SunTrust at its expense shall take such action
as it deems necessary or appropriate to register the original issuance of
such Stock to a Key Employee under the Securities Act of 1933, as amended,
or under any other applicable securities laws or to qualify such Stock for
an exemption under any such laws prior to the issuance of such Stock to a
Key Employee; however, SunTrust shall have no obligation whatsoever to take
any such action in connection with the transfer, resale or other disposition
of such Stock by a Key Employee.
SECTION 10. LIFE OF PLAN
No Option or SAR or Restricted Stock shall be granted under this Plan
after the earlier of
(1) December 31, 2004, in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Options (and
any related surrender rights) and SARs have been exercised in full or
no longer are exercisable and all Restricted Stock grants under this
Plan have been forfeited or the forfeiture conditions on the related
Stock have been satisfied in full, or
(2) the date on which all of the Stock reserved under Section 3
of this Plan has (as a result of the exercise of all Options (and any
related surrender rights) and all SARs granted under this Plan or the
satisfaction of the forfeiture conditions on Restricted Stock) been
issued or no longer is available for use under this Plan, in which
event this Plan also shall terminate on such date.
SECTION 11. ADJUSTMENT
The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock related to Restricted Stock grants under this
Plan and any related grant conditions and forfeiture conditions, the number
of shares of Stock subject to Options granted under this Plan and the Option
Price of such Options and the SAR Grant Value and the number of shares of
Stock related to any SAR all shall be adjusted by the Board in an equitable
manner to reflect any change in the capitalization of SunTrust, including,
but not limited to, such changes as stock dividends or stock splits.
Furthermore, the Board shall have the right to adjust (in a manner which
satisfies the requirements of Section 424(a) of the Code) the number of
shares of Stock reserved under Section 3 of this Plan, the number of shares
of Stock related to Restricted Stock grants under this Plan and any related
grant conditions and forfeiture conditions, the number of shares subject to
Options granted under this Plan and the Option Price of such Options and the
SAR Grant Value and the number of shares of Stock related to any SAR in the
event of any corporate transaction described in Section 424(a) of the Code
which provides for the substitution or assumption of such Options, SARs or
Restricted Stock grants. If any adjustment under this Section 11 would
create a fractional share of Stock or a right to acquire a fractional share
of Stock, such fractional share shall be disregarded and the number of shares
of Stock reserved under this Plan and the number subject to any Options or
related to any SARs or Restricted Stock grants under this Plan shall be the
next lower number of shares of Stock, rounding all fractions downward. An
adjustment made under this Section 11 by the Board shall be conclusive and
binding on all affected persons and, further, shall not constitute an
increase in "the number of shares reserved under Section 3" within the
meaning of Section 13(1) of this Plan.
SECTION 12. CHANGE IN CONTROL
If there is a Change in Control and the Board determines that no
adequate provision has been made as part of such Change in Control for
either the assumption of the Options, SARs and Restricted Stock grants
outstanding under this Plan or for the granting of comparable, substitute
stock options, stock appreciation rights and restricted stock grants, (1)
each outstanding Option and SAR at the direction and discretion of the Board
(a) may (subject to such conditions, if any, as the Board deems appropriate
under the circumstances) be cancelled unilaterally by SunTrust in exchange
for the number of whole shares of Stock (and cash in lieu of a fractional
share), if any, which each Key Employee would have received if on the date
set by the Board he or she had exercised his or her SAR in full or if he or
she had exercised a right to surrender his or her outstanding Option in full
under Section 7.7 of this Plan or (b) may be cancelled unilaterally by
SunTrust if the Option Price or SAR Share Value equals or exceeds the Fair
Market Value of a share of Stock on such date and (2) the grant conditions,
if any, and forfeiture conditions on all outstanding Restricted Stock grants
may be deemed completely satisfied on the date set by the Board.
SECTION 13. AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of SunTrust
(1) to increase the number of shares reserved under Section 3, (2) to extend
the maximum life of the Plan under Section 10 or the maximum exercise period
under Section 7.5, (3) to decrease the minimum option price under Section 7.4
or the minimum SAR Share Value, (4) to change the class of employees eligible
for Options, SARs or Restricted Stock grants under Section 6 or to otherwise
materially modify (within the meaning of Rule 16b-3) the requirements as to
eligibility for participation in this Plan or (5) to otherwise materially
increase (within the meaning of Rule 16b-3) the benefits accruing to Key
Employees under this Plan. The Board also may suspend the granting of
Options, SARs and Restricted Stock under this Plan at any time and may
terminate this Plan at any time; provided, however, SunTrust shall not have
the right to modify, amend or cancel any Option, SAR or Restricted Stock
granted before such suspension or termination unless (1) the Key Employee
consents in writing to such modification, amendment or cancellation or (2)
there is a dissolution or liquidation of SunTrust or a transaction described
in Section 11 or Section 12 of this Plan.
SECTION 14. MISCELLANEOUS
14.1 Shareholder Rights. No Key Employee shall have any rights as a
shareholder of SunTrust as a result of the grant of an Option or a SAR under
this Plan or his or her exercise of such Option or SAR pending the actual
delivery of the Stock subject to such Option to such Key Employee. Subject to
Section 8.4, a Key Employee's rights as a shareholder in the shares of Stock
related to a Restricted Stock grant which is effective shall be set forth in
the related Restricted Stock Agreement.
14.2 No Contract of Employment. The grant of an Option, SAR or
Restricted Stock to a Key Employee under this Plan shall not constitute
a contract of employment and shall not confer on a Key Employee any rights
upon his or her termination of employment in addition to those rights, if
any, expressly set forth in the Option Agreement which evidences his or her
Option, the SAR Agreement which evidences his or her SAR or the Restricted
Stock Agreement related to his or her Restricted Stock.
14.3 Withholding. The exercise of any Option or SAR granted under
this Plan and the acceptance of a Restricted Stock grant shall constitute a
Key Employee's full and complete consent to whatever action the Committee
deems necessary to satisfy the federal and state tax withholding
requirements, if any, which the Committee acting in its discretion deems
applicable to such exercise or such Restricted Stock. The Committee also
shall have the right to provide in an Option Agreement, SAR Agreement or
Restricted Stock Agreement that a Key Employee may elect to satisfy federal
and state tax withholding requirements through a reduction in the number of
shares of Stock actually transferred to him or to her under this Plan, and
any such election and any such reduction shall be effected so as to satisfy
the conditions to the exemption under Rule 16b-3.
14.4 Construction. This Plan shall be construed under the laws of the
State of Georgia.
Executed this 8th day of November 1994.
SUNTRUST BANKS, INC.
By: /s/ Mary T. Steele
Title: First Vice President
ATTEST:
/s/ Margaret U. Hodgson
Title: Assistant Secretary
(CORPORATE SEAL)