Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.73M
2: EX-10.26 Material Contract HTML 42K
3: EX-10.35 Material Contract HTML 65K
4: EX-10.36 Material Contract HTML 66K
5: EX-10.37 Material Contract HTML 61K
7: EX-21.1 Subsidiaries List HTML 59K
8: EX-23.1 Consent of Experts or Counsel HTML 41K
6: EX-12.1 Statement re: Computation of Ratios HTML 68K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
11: EX-32 Certification -- §906 - SOA'02 HTML 44K
18: R1 Document and Entity Information HTML 69K
19: R2 Consolidated Balance Sheets HTML 134K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
21: R4 Consolidated Statements of Income HTML 161K
22: R5 Consolidated Statements of Comprehensive Income HTML 139K
23: R6 Consolidated Statements of Changes in HTML 96K
Shareholders' Equity
24: R7 Consolidated Statements of Changes in HTML 42K
Shareholders' Equity (Parenthetical)
25: R8 Consolidated Statements of Cash Flows HTML 200K
26: R9 Summary of Significant Accounting Policies HTML 141K
27: R10 Acquisitions HTML 74K
28: R11 Restructuring Charges HTML 94K
29: R12 Investment Securities Available for Sale HTML 290K
30: R13 Loans And Allowance For Loan Losses HTML 984K
31: R14 Other Comprehensive Income (Loss) HTML 137K
32: R15 Premises and Equipment HTML 74K
33: R16 Goodwill And Other Intangible Assets HTML 74K
34: R17 Other Assets HTML 68K
35: R18 Deposits HTML 65K
36: R19 Long-term Debt and Short-term Borrowings HTML 108K
37: R20 Shareholders' Equity HTML 98K
38: R21 Regulatory Capital HTML 121K
39: R22 Net Income Per Common Share HTML 66K
40: R23 Fair Value Accounting HTML 591K
41: R24 Derivative Instruments HTML 110K
42: R25 Variable Interest Entities HTML 91K
43: R26 Visa Shares and Related Agreements HTML 45K
44: R27 Commitments and Contingencies HTML 51K
45: R28 Legal Proceedings HTML 46K
46: R29 Employment Expenses and Benefit Plans HTML 44K
47: R30 Share-based Compensation HTML 199K
48: R31 Income Taxes HTML 190K
49: R32 Condensed Financial Information Of Synovus HTML 227K
Financial Corp. (Parent Company Only)
50: R33 Supplemental Financial Data HTML 48K
51: R34 Summary of Quarterly Financial Data (Unaudited) HTML 101K
52: R35 Summary of Significant Accounting Policies HTML 200K
(Policies)
53: R36 Acquisitions (Tables) HTML 62K
54: R37 Restructuring Charges (Tables) HTML 91K
55: R38 Investment Securities Available for Sale (Tables) HTML 289K
56: R39 Loans And Allowance For Loan Losses (Tables) HTML 983K
57: R40 Other Comprehensive Income (Loss) (Tables) HTML 138K
58: R41 Premises and Equipment (Tables) HTML 73K
59: R42 Goodwill And Other Intangible Assets (Tables) HTML 70K
60: R43 Other Assets (Tables) HTML 66K
61: R44 Deposits (Tables) HTML 64K
62: R45 Long-term Debt and Short-term Borrowings (Tables) HTML 109K
63: R46 Shareholders' Equity (Tables) HTML 86K
64: R47 Regulatory Capital (Tables) HTML 113K
65: R48 Net Income Per Common Share (Tables) HTML 65K
66: R49 Fair Value Accounting (Tables) HTML 566K
67: R50 Derivative Instruments (Tables) HTML 92K
68: R51 Variable Interest Entities (Tables) HTML 83K
69: R52 Commitments and Contingencies (Tables) HTML 48K
70: R53 Share-based Compensation (Tables) HTML 181K
71: R54 Income Taxes (Tables) HTML 186K
72: R55 Condensed Financial Information Of Synovus HTML 319K
Financial Corp. (Parent Company Only) (Tables)
73: R56 Supplemental Financial Data (Tables) HTML 48K
74: R57 Summary of Quarterly Financial Data (Unaudited) HTML 101K
(Tables)
75: R58 Summary of Significant Accounting Policies HTML 98K
(Details)
76: R59 Acquisitions (Narrative) (Details) HTML 96K
77: R60 Acquisitions (Assets Acquired and Liabilities HTML 103K
Assumed) (Details)
78: R61 Restructuring Charges (Narrative) (Details) HTML 62K
79: R62 Restructuring Charges (Restructuring and Related HTML 55K
Costs) (Details)
80: R63 Restructuring Charges (Restructuring Reserve) HTML 55K
(Details)
81: R64 Investment Securities Available for Sale HTML 46K
(Narrative) (Details)
82: R65 Investment Securities Available for Sale (Summary HTML 76K
Of Available For Sale Investment Securities)
(Details)
83: R66 Investment Securities Available for Sale (Schedule HTML 78K
Of Unrealized Loss On Investments) (Details)
84: R67 Investment Securities Available for Sale HTML 118K
(Amortized Cost And Estimated Fair Value By
Contractual Maturity Of Investment Securities
Available For Sale) (Details)
85: R68 Investment Securities Available for Sale (Summary HTML 54K
Of Sales Transactions In The Investment Securities
Available For Sale Portfolio) (Details)
86: R69 Loans And Allowance For Loan Losses (Narrative) HTML 91K
(Details)
87: R70 Loans And Allowance For Loan Losses (Loans HTML 89K
Outstanding By Classification) (Details)
88: R71 Loans And Allowance For Loan Losses (Schedule Of HTML 109K
Current, Accruing Past Due And Nonaccrual Loans)
(Details)
89: R72 Loans And Allowance For Loan Losses (Loan HTML 162K
Portfolio Credit Exposure) (Details)
90: R73 Loans And Allowance For Loan Losses (Schedule Of HTML 106K
Allowances For Loan Losses And Recorded Investment
In Loans) (Details)
91: R74 Loans And Allowance For Loan Losses (Schedule Of HTML 175K
Impaired Loans) (Details)
92: R75 Loans And Allowance For Loan Losses (Troubled Debt HTML 136K
Restructurings) (Details)
93: R76 Other Comprehensive Income (Loss) (Narrative) HTML 49K
(Details)
94: R77 Other Comprehensive Income (Loss) (Changes in HTML 68K
Accumulated Other Comprehensive Income (Loss) by
Component (Net of Income Taxes)) (Details)
95: R78 Other Comprehensive Income (Loss) HTML 81K
(Reclassifications out of Accumulated Other
Comprehensive Income (Loss)) (Details)
96: R79 Premises and Equipment (Narrative) (Details) HTML 49K
97: R80 Premises and Equipment (Schedule of Premises and HTML 70K
Equipment) (Details)
98: R81 Premises and Equipment (Operating Leases) HTML 58K
(Details)
99: R82 Goodwill And Other Intangible Assets (Narrative) HTML 73K
(Details)
100: R83 Goodwill And Other Intangible Assets (Schedule of HTML 53K
Goodwill) (Details)
101: R84 Goodwill And Other Intangible Assets (Other HTML 46K
Intangible Assets) (Details)
102: R85 Other Assets (Balances) (Details) HTML 75K
103: R86 Other Assets (Narrative) (Details) HTML 46K
104: R87 Deposits (Details) HTML 69K
105: R88 Long-term Debt and Short Term Borrowings HTML 68K
(Narrative) (Details)
106: R89 Long-term Debt and Short-term Borrowings (Schedule HTML 105K
of Long-term Debt Instruments) (Details)
107: R90 Long-term Debt and Short-term Borrowings HTML 65K
(Principal Payments on Long-term Debt) (Details)
108: R91 Long-term Debt and Short-term Borrowings HTML 51K
(Components of Short-term Borrowings) (Details)
109: R92 Shareholders' Equity (Narrative) (Details) HTML 98K
110: R93 Shareholders' Equity (Changes in Shares by Class) HTML 72K
(Details)
111: R94 Shareholders' Equity (Preferred and Warrant) HTML 60K
(Details)
112: R95 Regulatory Capital (Details) HTML 122K
113: R96 Net Income Per Common Share (Narrative) (Details) HTML 42K
114: R97 Net Income Per Common Share (Schedule Of Basic And HTML 68K
Diluted Earnings Per Share) (Details)
115: R98 Fair Value Accounting (Financial Instruments HTML 195K
Measured At Fair Value On A Recurring Basis)
(Details)
116: R99 Fair Value Accounting (Changes In Fair Value HTML 48K
Included In Consolidated Statements Of Income)
(Details)
117: R100 Fair Value Accounting (Changes In Level 3 Fair HTML 92K
Value Measurements) (Details)
118: R101 Fair Value Accounting (Fair Value Inputs, HTML 108K
Quantitative Information) (Details)
119: R102 Fair Value Accounting (Assets And Liabilities HTML 66K
Measured At Fair Value On A Non-Recurring Basis)
(Details)
120: R103 Fair Value Accounting (Carrying And Estimated Fair HTML 141K
Values Of Financial Instruments Carried On Balance
Sheet) (Details)
121: R104 Derivative Instruments (Narrative) (Details) HTML 79K
122: R105 Derivative Instruments (Impact Of Derivatives On HTML 61K
Balance Sheet) (Details)
123: R106 Derivative Instruments (Effect Of Fair Value HTML 50K
Hedges On Consolidated Statements Of Income)
(Details)
124: R107 Variable Interest Entities (Narrative) (Details) HTML 43K
125: R108 Variable Interest Entities (Schedules) (Details) HTML 65K
126: R109 Visa Shares and Related Agreements (Details) HTML 47K
127: R110 Commitments and Contingencies (Details) HTML 58K
128: R111 Legal Proceedings (Details) HTML 45K
129: R112 Employment Expenses and Benefit Plans (Details) HTML 50K
130: R113 Share-based Compensation (Narrative) (Details) HTML 127K
131: R114 Stock-based Compensation (Stock Option) (Details) HTML 72K
132: R115 Share-based Compensation (Fair Value Assumptions) HTML 52K
(Details)
133: R116 Share-based Compensation (Restricted Stock Units HTML 71K
Activity) (Details)
134: R117 Share-based Compensation (Market Restricted Share HTML 78K
Units and Performance Share Units) (Details)
135: R118 Share-based Compensation (Grants Under All Synovus HTML 51K
Equity Compensation Plan) (Details)
136: R119 Income Taxes (Narrative) (Details) HTML 73K
137: R120 Income Taxes (Components of Income Tax Expense) HTML 69K
(Details)
138: R121 Income Taxes (Effective Income Tax Reconciliation) HTML 99K
(Details)
139: R122 Income Taxes (Deferred Tax Assets and Liabilities) HTML 81K
(Details)
140: R123 Income Taxes (Tax Carryforwards) (Details) HTML 71K
141: R124 Income Taxes (Unrecognized Tax Benefits) (Details) HTML 56K
142: R125 Condensed Financial Information Of Synovus HTML 96K
Financial Corp. (Parent Company Only) (Condensed
Balance Sheets) (Details)
143: R126 Condensed Financial Information Of Synovus HTML 87K
Financial Corp. (Parent Company Only) (Condensed
Statements Of Income) (Details)
144: R127 Condensed Financial Information Of Synovus HTML 115K
Financial Corp. (Parent Company Only) (Condensed
Statements of Comprehensive Income) (Details)
145: R128 Condensed Financial Information Of Synovus HTML 105K
Financial Corp. (Parent Company Only) (Condensed
Statements of Cash Flows) (Details)
146: R129 Supplemental Financial Data (Details) HTML 41K
147: R130 Summary of Quarterly Financial Data (Unaudited) HTML 53K
(Narrative) (Details)
148: R131 Summary of Quarterly Financial Data (Unaudited) HTML 71K
(Schedule) (Details)
150: XML IDEA XML File -- Filing Summary XML 291K
149: EXCEL IDEA Workbook of Financial Reports XLSX 236K
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THIS REVISED PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the grant date set forth below by and between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Corporation”), and ___________________ (“Executive”).
WHEREAS, Executive has been awarded Performance Stock Units (“PSUs”) under the Corporation’s 2013 Omnibus Plan
(“Plan”).
NOW, THEREFORE, in accordance with the provisions of the Plan and this Agreement, Executive hereby agrees to the following terms and conditions:
1. Grant of Performance Stock Units
Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Executive the opportunity to vest in Performance Stock Units, which shall vest and become nonforfeitable as determined in accordance with Section 2 herein (the “PSUs”). A “PSU” represents the right to receive one share of Common Stock.
Executive
is hereby granted PSUs as follows:
Date of Grant: _____________, 20___
Vesting Period: Please refer to Section 2 of this Agreement
Target PSU Award: _____________
2. Vesting of PSUs
(a) Service Based Vesting Conditions. If Executive remains in the continuous employ of the Corporation or a Subsidiary of the Corporation through the date(s) indicated in Column I below (the “Service Date”), the percentage
of PSUs that will become non-forfeitable (i.e., “vest”) is indicated in Column II below, with the number of PSUs eligible to vest as of each Service Date to be determined using the formula set forth in Section 2(b) below:
(I) (II)
If employment
continues through then the % of the eligible
(Service Date) PSUs which vest is
____________, 20__ ___%
[or]
____________,
20__ ___%
[or]
____________, 20__ ___%
[or]
____________, 20__ ___%
[or]
____________,
20__ ___%
Such vesting will occur (to the extent indicated in Column (II) above and in Section 2(b) below) at the close of business on Service Date indicated in Column (I) above. Any PSUs which are not vested on the date of Executive’s termination of employment will be forfeited to the Corporation, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.
(b) Performance Formula and Risk-Based Modifier. In addition to the Service Based Vesting Conditions, the number of PSUs eligible to vest as of each Service Date shall be calculated in accordance with the following formula as determined and approved by the Committee:
[Performance
Formula and Applicable Performance Period(s) Approved by Committee]
Notwithstanding the results of the above performance formula, the Committee, in its sole and exclusive discretion, may reduce the amount of PSUs which would otherwise vest under the above performance formula if the Committee believes that risks were not properly assessed during the applicable Performance Period. Reductions will be considered in the event the Corporation or a Subsidiary experiences a material loss during the Performance Period, the Corporation fails to comply with risk management policies or properly address risk concerns, or regulatory capital falls below regulatory requirements.
(c) Effect of Voluntary or Involuntary Termination or Termination for Cause or Suicide. If
Executive’s employment with the Corporation and its Subsidiaries is terminated: (i) by Executive voluntarily, (ii) by the Corporation or a Subsidiary involuntarily or for Cause or (iii) by Executive’s death due to suicide before all PSUs vest pursuant to the provisions of paragraphs 2(a) and 2(b) above, then any PSUs which are not vested at the time of such termination will be forfeited to the Corporation on the date of such termination, unless the Compensation Committee in its sole and exclusive discretion determines otherwise.
(d) Effect of Death (Other Than by Suicide) or Disability. If Executive’s employment with the Corporation and its Subsidiaries
terminates by reason of Executive’s death (other than by suicide) or Disability, then any PSUs which are not vested at the time of such termination will become vested automatically as set forth in Section 2(g) below.
(e) Effect of [Retirement or] Leave of Absence. [If Executive’s employment with the Corporation and its Subsidiaries is terminated by reason of Executive’s retirement after attainment of [age __ and __ years of Service] [age __, then any PSUs which are not vested at the time of such retirement will vest as set forth in Section 2(g) below.] A leave of absence which is approved in writing by the Compensation Committee with specific reference to this Agreement will not be considered a termination of Executive’s employment with the
Corporation and its Subsidiaries for purposes of this Section 2 or any other provision of this Agreement.
(f) Change of Control. In the event of a Change of Control (as defined in the Plan), the PSUs will vest immediately upon such Change of Control as provided in the Plan and as set forth in Section 2(g) below; provided, however, that in the event the PSUs are assumed by the surviving entity in a Change of Control or are equitably converted or substituted in connection with a Change of Control, the vesting of the PSUs shall not be accelerated unless the Executive’s employment is terminated within two years following the effective date of such Change of Control either by the surviving entity without Cause or by the Executive for Good Reason. For
purposes of this Agreement, “Cause” shall mean: (i) the willful and continued failure of Executive perform substantially his or her duties with the Corporation or one of its affiliates after a written demand for substantial performance is delivered to Executive by an officer of the Corporation which specifically identifies the manner in which Executive has not substantially performed his or her duties, after which Executive shall have a reasonable amount of time to remedy such failure to substantially perform his or her duties; or (ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes of this Agreement, “Good Reason” shall mean: (i) a material adverse reduction in the Executive’s position, duties or responsibilities, excluding a change in the position or level of officer to whom the Executive reports or a change that is part of a policy, program, or arrangement
applicable to peer executives (including peer executives of any successor to the Corporation; (ii) the Corporation’s requiring the Executive to be based at any office or location more than 35 miles from the location where Executive was employed on the effective date of the Change
of Control Date or the date which is 120 days prior to the effective date of the Change of Control; or (iii) a material reduction in Executive’s annual base salary, target annual bonus opportunity, or participation in employee benefit plans, as such salary, bonus and plans were in effect on either the effective date of the Change of Control or the date which is 120 days prior to the effective date of the Change of Control (if such earlier date is selected by Executive) unless such reduction
is part of a policy, program, or arrangement applicable to peer executives (including peer executives to any successor to Corporation).
(g) Vesting of PSUs. Any PSUs which vest pursuant to the provisions of Sections 2(d) through 2(f) [shall be calculated [by multiplying the percentage of the PSUs which have not previously vested by the Target PSU Award without using the performance formula set forth in Section 2(b)] [shall be deemed to satisfy the Service-Based Vesting Conditions in Section 2(a) above, and will paid to the Executive in accordance with the performance formula set forth in Section 2(b) above]. Any PSUs which vest pursuant to the preceding provisions of this Section 2 will not thereafter be forfeited.
3. Conversion
of PSUs and Issuance of Shares
Upon vesting of the PSUs, one Share of the Corporation’s Common Stock shall be issued for each PSU that vests on such vesting date in accordance with Section 2, subject to the terms and conditions of this Agreement and the Plan.
4. Transfer of PSUs
Unless otherwise permitted by the Committee, the PSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than pursuant to a will or the laws of descent and distribution. Any attempted disposition in violation of this Agreement and the Plan shall be void.
5. Status
of Executive
The Executive shall not be, or have rights as, a stockholder of the Corporation with respect to any of the shares of Common Stock subject to the PSUs unless such PSUs have vested, and shares underlying the PSUs have been issued and delivered to him or her. The Corporation shall not be required to issue or transfer any certificates for shares of Common Stock upon vesting of the PSUs until all applicable requirements of law have been complied with and such shares have been duly listed on any securities exchange on which the Common Stock may then be listed.
6. Dividend Equivalents
The PSUs will be credited with dividend equivalents equal to amount of cash dividend
payments that would have otherwise been paid if the shares of the Corporation’s Common Stock represented by the actual number of PSUs which vest in accordance with the provisions of Section 2 above (including deemed reinvested additional shares attributable to the PSUs determined pursuant to this paragraph) were actually outstanding. These dividend equivalents will be deemed to be reinvested in additional shares of the Corporation’s Common Stock determined by dividing the deemed cash dividend amount by the Fair Market Value (as defined in the Plan) of a Share of the Corporation’s Common Stock on the applicable dividend payment date. Such credited amounts will be added to the PSUs and will vest or be forfeited in accordance with Section 2 based on the vesting or forfeiture of the initial PSUs to which they are attributable. In addition, the PSUs will be credited with any dividends or distributions that are paid in shares of the Corporation’s Common Stock represented
by the PSUs and will otherwise be adjusted by the Committee for other capital or corporate events as provided for in the Plan.
7. General Provisions
(a) Administration, Interpretation and Construction. The terms and conditions set forth in this Agreement will be administered, interpreted and construed by the Compensation Committee, whose decisions will be final, conclusive and binding on the Corporation, on Executive and on anyone claiming under or through the Corporation or Executive. Without limiting the generality of the foregoing, any determination as to whether an event has occurred or failed to occur which causes the PSUs to be forfeited pursuant to the terms and conditions set forth in this Agreement, will
be made in the good faith but absolute discretion of the Compensation Committee. By accepting the transfer of PSUs, Executive irrevocably consents and agrees to the terms and conditions set forth in this Agreement and to all actions, decisions and determinations to be taken or made by the Compensation Committee in good faith pursuant to the terms and conditions set forth in this Agreement.
(b) Withholding. The Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental
authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of PSUs or the lapse of restrictions on PSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on PSUs not to lapse.
(c) Rights Not Assignable or Transferable. No rights under this Agreement will be assignable or transferable other than by will or the laws of descent and distribution, either voluntarily, or, to the full extent permitted by law, involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature except as otherwise provided in this Agreement. Executive’s rights under this Agreement will be exercisable during Executive’s lifetime only by Executive or by Executive’s guardian
or legal representative.
(d) Terms and Conditions Binding. The terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of the Corporation, its successors and assigns, including any assignee of the Corporation and any successor to the Corporation by merger, consolidation or otherwise, and Executive, Executive’s heirs, devisees and legal representatives. In addition, the terms and conditions set forth in the Plan and in this Agreement will be binding upon and inure to the benefit of Fidelity and its successors and assigns.
(e) No Employment Rights. No provision of this Agreement or the Plan will be deemed to confer upon Executive any right
to continue in the employ of the Corporation or a Subsidiary or will in any way affect the right of the Corporation or a Subsidiary to dismiss or otherwise terminate Executive’s employment at any time for any reason with or without cause, or will be construed to impose upon the Corporation or a Subsidiary any liability for any forfeiture of PSUs which may result under this Agreement if Executive’s employment is so terminated.
(f) No Liability for Good Faith Business Acts or Omissions. Executive recognizes and agrees that the Compensation Committee, the Board, or the officers, agents or employees of the Corporation and its Subsidiaries, in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries,
may in good faith cause the Corporation or a Subsidiary to act, or to omit to act, in a manner that may, directly or indirectly, prevent the PSUs from vesting. No provision of this Agreement will be interpreted or construed to impose any liability upon the Corporation, a Subsidiary, the Compensation Committee, Board or any officer, agent or employee of the Corporation or a Subsidiary, for any forfeiture of PSUs that may result, directly or indirectly, from any such action or omission.
(g) Recapitalization. In the event that Executive receives, with respect to PSUs, any securities or other property (other than cash dividends) as a result of any stock dividend or split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares or a similar corporate change, any such securities or other property received
by Executive will likewise be held by Fidelity and be subject to the terms and conditions set forth in this Agreement and will be included in the term “PSUs.”
(h) Appointment of Agent. By accepting the transfer of PSUs, Executive irrevocably nominates, constitutes, and appoints Fidelity as Executive’s agent for purposes of surrendering or transferring the PSUs to the Corporation upon any forfeiture required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive Executive’s death. In addition, it is intended as a durable power and will survive Executive’s disability.
(i) Legal Representative. In the event of Executive’s death or
a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to Executive’s heirs or devises.
(j) Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.
(k) Clawback Policy. Pursuant to Article 20 of the Plan, the PSUs are subject to any compensation recoupment policy adopted by the Corporation and are also subject to recovery under any applicable law, government regulation or stock exchange listing requirement.
(l) Plan Governs. The PSUs are being transferred to Executive pursuant to and subject to the Plan, a copy of which is available upon request to the Corporate Secretary of the Corporation. The provisions of the Plan are incorporated herein by this reference, and all capitalized terms in this Agreement shall have the same meanings given to such terms in the Plan. The terms and conditions set forth in this Agreement will be administered, interpreted and construed in
accordance with the Plan, and any such term or condition which cannot be so administered, interpreted or construed will to that extent be disregarded.
(m) Complete
Agreement. This instrument contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein or incorporated by reference.
(n) Amendment; Modification; Wavier. No provision set forth in this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Compensation Committee and shall be agreed to in writing, signed by Executive and by an officer of the Corporation duly authorized to do so. No waiver by either party hereto
of any breach by the other party of any condition or provision set forth in this Agreement to be performed by such other party will be deemed a waiver of a subsequent breach of such condition or provision, or will be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.
(o) Governing Law. The validity, interpretation, performance and enforcement of the terms and conditions set forth in this Agreement will be governed by the laws of the State of Georgia, the state in which the Corporation is incorporated, without giving effect to the principles of conflicts of law of that state.
The Corporation has issued the PSUs in accordance with the foregoing terms and conditions and in accordance
with the provisions of the Plan. By signing below, Executive hereby agrees to the foregoing terms and conditions of the PSUs.
IN WITNESS WHEREOF, Executive has set Executive’s hand and seal, effective as of the date and year set forth above.
Dates Referenced Herein and Documents Incorporated by Reference
