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本協議本“協議自上述日期起生效，由北卡羅來納州的truist financial 公司（以下簡稱“授予日期”），代表其及其關聯公司（以下統稱和單獨稱爲“TFC”TFC集團 [姓名]，一名員工（以下簡稱“參與者”），根據並受制於Truist Financial Corporation 2022年激勵計劃的規定，隨時可能作出修訂（該「計劃」).

3.獎勵的授予. [該獎項未經授予。根據本協議的條款（包括第 4 和第 5 節），獎勵的 [部分] 將在上述歸屬日期歸屬（”歸屬日期”)] [該獎項由撥款授予]。歸屬並不意味着參與者對獎勵的既得部分擁有不可剝奪的權利。本協議的條款，包括第 5 和第 21 節，繼續適用於該獎項。管理人有權決定獎勵是否以及在多大程度上歸屬、獲得和支付，並有權解釋本協議和本計劃的條款和條件。

4.獎勵的放棄。除非本第4條另有規定，如果參與者在克里斯達德集團的任何原因終止僱傭關係的日期在認股日期結束之前，那麼獎勵將在參與者終止僱傭關係的日期尚未授予的部分立即被放棄，參與者將不再對該獎勵享有任何權利。管理員將有權決定參與者的權利是否終止，包括決定參與者僱傭終止的依據。

(ii)無故解僱還是基於正當理由的非自願解僱如果參與者與TFC Group的僱傭關係由TFC Group在沒有「原因」(如下定義)的情況下終止，或者由參與者根據適用於參與者的僱主賠償計劃或僱傭協議中定義的「正當理由」終止，獎勵將根據本協議繼續取得權益，須按時間的推移；在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；獎勵的支付取決於參與者簽署並執行TFC Group有利的索賠放棄協議，其中包括承諾不在適用於類似執行人員的條件下挖角TFC Group的員工或客戶，有利於TFC集團。解除和契約協議”），在該終止後的六十(60)天內，如果參與者拒絕簽署、撤回或未遵守解除和契約協議的條款，獎勵的未取得或未支付部分將被沒收。原因”，如果TFC Group因參與者(w)被定罪或認罪或無罪認罪涉及重罪；（x）不誠實、盜竊或挪用；（y）未能履行參與者的職責，或（z）對任何

(iii)養老如果參與者因養老而終止與TFC集團的僱傭，並且參與者在授予日期後至少完成了連續六（6）個月的工作（從授予日期後的第一個日曆月開始，到第六（6）個日曆月的最後一個工作日結束），則根據本協議，獎勵將根據時間的推移繼續歸屬。養老該情況僅在參與者在達到至少60歲並在TFC集團服務至少10年後發生服務終止時發生。

(ii)根據本第4(b)部分的規定，“控制權變更”將被視爲發生在以下日期中最早的日期：（A）任何人或人群（如《1934年證券交易法》13(d)和14(d)條所定義，及修訂版（“使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；”）的關聯方，不包括TFC集團的僱員福利計劃，直接或間接成爲或已成爲TFC證券的「受益所有人」（根據《交易所法》13d-3規則定義），其持有的TFC證券代表TFC當時未流通證券擁有三成（30%）或更多的聯合表決權，併購得日期；（B）因對TFC證券進行的要約收購或交換要約，或因代理人競選、合併、合併或資產銷售，或因上述所有方式的任何組合而導致的日期，即在任何連續十二（12）個月週期開始時構成TFC董事會的個人，再加上被TFC選舉或提名爲TFC董事會新董事的

shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date that a transaction for the sale or disposition by TFC of all or substantially all of TFC’s assets (within the meaning of Section 409A) closes or is otherwise successfully consummated; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of TFC that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of TFC within the meaning of Section 409A.

(a)Award payout will be made to the Participant (or in the event of the Participant’s death, to the Participant’s beneficiary or beneficiaries) in a lump sum on or as soon as practicable following the dates contemplated by the Delivery Schedule set forth above (the “Delivery Dates”)[, provided that, prior to payout, the Administrator may determine that all or any part of the Award scheduled to payout on a Delivery Date will be cancelled or forfeited as a result of (i) a significant, negative risk outcome as a result of a corporate or individual action, (ii) TFC incurring an aggregate operating loss for TFC’s fiscal year ending in the applicable vesting period, or (iii) as otherwise permitted in this Agreement or the Plan]. Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout (to the extent permitted by Section 409A), or (ii) deliver the Award payout into an escrow account in connection with any investigation of whether any of the events that result in forfeiture under Sections [5 or] 21 have occurred.

6.No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related to the Plan will confer on the Participant any right to continue in the employment or service of the TFC Group or affect in any way the right of the TFC Group to terminate the Participant’s employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the Award will terminate upon termination of the employment or service of the Participant with the TFC Group. The grant of the Award does not create any obligation on the part of the TFC Group to grant any further awards. So long as the Participant continues to be an Employee of the TFC Group, the Award will not be affected by any change in the duties or position of the Participant.

7.Nontransferability of Award and Shares. The Award, and the right to any Award payout, will not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will or the laws of intestate succession, and any purported transfer will be null and void. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

(a)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit or recruit for employment, or encourage or support to leave employment with the TFC Group, on the Participant’s own behalf or that of any other person, any employee of the TFC Group (i) who performed work in the business unit in which the Participant last worked, (ii) with whom the Participant worked during the Participant’s employment with the TFC Group or (iii) about whom the Participant came to know confidential information as a result of employment with the TFC Group, in each case within the twelve (12) months prior to the termination of Participant’s employment and who has not thereafter ceased to be employed by the TFC Group for a period of at least three (3) months. This provision will not prohibit the Participant from soliciting or hiring any person who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet database, or recruiting or employment agencies, not specifically directed at employees of the TFC Group. The Participant acknowledges that by virtue of this provision, they are likewise restricted from being solicited or recruited for employment by current or former employees of the TFC Group also bound by a similar provision, directly or indirectly and knowingly consents to that restriction. This Section does not prohibit the Participant from responding to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, internet databases, or recruiting or employment agencies, not specifically directed at employees or consultants of the TFC Group.

(b)In consideration of the grant of this Award, the Participant agrees that, during employment with the TFC Group and for twelve (12) months after the termination of the Participant's employment by either party and for any reason, the Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s customers with whom the Participant had material contact during employment with the TFC Group, for the purpose of conducting any business with them on behalf of any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group. The Participant will not directly or indirectly solicit, communicate with or otherwise contact any of the TFC Group’s third-party vendors with whom the Participant had material contact during employment with the TFC Group, for the purpose of diverting their business away from the TFC Group to any person or entity other than the TFC Group which is substantially similar to the business conducted by the business unit in which the Participant last worked at the TFC Group, or otherwise disrupting the TFC Group’s

relationship with the third-party vendor. “Material contact” means (i) actual contact with business partner, third-party vendors or customers—such as through the provision or receipt of services or sales visits or calls—or (ii) coming to know confidential information about a vendor or customer of the TFC Group—such as by obtaining pricing and sales information. This provision does not prohibit the Participant from accepting as a vendor or client any person or entity who responds to a general advertisement or solicitation, including advertisements or solicitations through newspapers, trade publications, periodicals, or internet databases, not specifically directed at Business Partner, vendors or customers of the TFC Group.

(c)The Participant understands and agrees that nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group prohibits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any law or privilege to the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (a “Government Agency”) regarding possible legal violations, or from making disclosures that are required by the Bank Secrecy Act or other law without disclosure to the TFC Group. Likewise, nothing in the Plan, this Agreement, or any other agreement with policy of the TFC Group is intended to or will prevent, impede, or interfere with the Participant providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a Government Agency in connection with the lawful exercise of the Government Agency’s functions. Nothing in the Plan, this Agreement, or any other agreement with or policy of the TFC Group, or otherwise requires the Participant to disclose to the TFC Group any communications the Participant may have had or information the Participant may have provided to any Government Agencies regarding possible legal violations.

(d)The Participant agrees that unique and proprietary knowledge and information has been and will be possessed by, disclosed to, or developed by the Participant in the course of the Participant’s employment with the TFC Group, that the preceding provisions are reasonable and necessary to protect the TFC Group’s legitimate business interests, and that they will not unreasonably interfere with the Participant’s ability to earn a living following the Participant’s separation from the TFC Group. Finally, the Participant agrees that, in the event the Participant breaches or threatens to breach these non-solicitation provision, such breach will cause irreparable harm and injury to the TFC Group and will leave the TFC Group with no adequate remedy at law, and (i) TFC or any member of the TFC Group who employed the Participant may seek equitable relief, without the necessity of posting a bond, in addition to monetary damages and any other appropriate relief; and (ii) the TFC Group will be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this provision.

9.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations, or agreements of the TFC Group with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations, or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and the TFC Group, including any restrictive covenants contained in such agreements.

11.Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties. The waiver by TFC of a breach of any provision of the Agreement by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator will have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including Section 409A and federal securities laws) or as otherwise permitted under the Plan or this Agreement, and the Participant consents to any such amendments to the Plan and this Agreement.

12.Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives, legatees or distributees will not be deemed to be the holder of any Shares subject to the Award and will not have any voting rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them. No Shares subject to the Award will be issued at the time of grant of the Award. Shares subject to the Award will be issued in the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries) as soon as practicable after, and only to the extent that, the applicable Delivery Date and if such distribution is otherwise permitted under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights will be granted in connection with the Award, and the Award will not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise provided under the Plan).

(a)TFC or its Affiliate will report all income and prior to the delivery or transfer of Shares or any other benefit conferred under the Plan, the TFC Group or their agent will withhold all required local, state, federal, foreign, and other income tax obligations and any other amount required to be withheld by any governmental authority or law and paid over by the TFC Group to such authority for the account of such recipient. In accordance with procedures established by the Administrator (including procedures established by the Administrator after

TFC’s adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718) dated March, 2016), the Participant may arrange to pay all applicable taxes in cash; or in the event the Participant does not make such arrangements, such tax obligations will be satisfied by the withholding or sale of Shares to which the Participant is entitled, and the number of Shares to be withheld or sold will have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied.

(b)The TFC Group has made no warranties or representations to the Participant with respect to the tax consequences (including income tax consequences) related to the Award or issuance, transfer or disposition of Shares (or any other benefit) pursuant to the Award, and the Participant is in no manner relying on any member of the TFC Group or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be adverse tax consequences with respect to the Award (including the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a tax advisor prior to such acquisition or disposition. The Participant acknowledges that the Participant has been advised to consult with the Participant’s own attorney, accountant, or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges that the TFC Group has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.

(c)All third-party fees relating to the release, delivery, or transfer of any Award or Shares will be paid by the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from the TFC Group, the Participant authorizes the deduction of such fees from such payment(s) without further action or authorization of the Participant or other recipient; and to the extent the Participant or other recipient is not entitled to any such payments, the Participant or other recipient will pay TFC or its designee an amount equal to such fees immediately upon the third party’s charge of such fees.

14.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, is vested in the Administrator, and the Administrator has all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement is final and binding on the parties hereto. Any references to the Administrator include its designee, to the extent permitted under the Plan.

15.Notices. Any and all notices under this Agreement will be in writing and sent by hand delivery or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of TFC, to its Human Resources Division, 214 N Tryon Street, Charlotte, NC 28202, attention: Chief Human Resources Officer, and in the case of the Participant, to the last known address of the Participant as reflected in TFC’s Human Resources Information System.

17.Compliance with Laws; Restrictions on Award and Shares. TFC may impose such restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding any other provision in the Plan or this Agreement to the contrary, TFC is not obligated to issue, deliver, or transfer any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including the requirements of the Securities Act). TFC may cause a restrictive legend or legends to be placed on any certificate for shares of Common Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.

20.Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to any applicable laws to the contrary, any member of the TFC Group may reduce the amount of any benefit or payment otherwise payable to or on behalf of the Participant by the amount of any obligation of the Participant to any member of the TFC Group that is or becomes due and payable, and the Participant will be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is applicable, such offset will not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted under Section 409A.

(a)The Administrator has authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the TFC Group, or the financial statements of the TFC Group, or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.

adopted by the TFC Group, retains the right at all times to decrease or terminate the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan will be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator in its sole discretion as necessary or advisable to comply with applicable law or any risk management requirements or policies adopted by the TFC Group; and (ii) in the event the Administrator determines that any legislation, regulation, or formal or informal guidance requires any compensation payable under the Plan (including the Award) to be deferred, reduced, eliminated, or subjected to vesting, the Award will be deferred, reduced, eliminated, paid in a different form, or subjected to vesting or other restrictions as determined by the Administrator to be required by such legislation, regulation, or formal or informal guidance.

(a)Notwithstanding anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors of the Federal Reserve System determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally based on the risk the Participant’s activities pose to the TFC Group; or (c) otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government (including any agency thereof) determines that any change to the Plan or this Agreement is required, necessary, advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement or the Award will be automatically amended to incorporate such change, without further action of the Participant, and the Administrator will provide the Participant notice thereof.

(b)Notwithstanding anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States government (including any agency thereof) determines that the Award granted to the Participant pursuant to this Agreement is prohibited or substantially restricted by, or subjects the TFC Group to any adverse tax consequences that the TFC Group is not otherwise subject to on the Grant Date because of, any current or future United States law, rule, regulation, or other authority, then this Agreement will automatically terminate effective as of the Grant Date and the Award will automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to provide notice to the Participant of any such termination and cancellation.


參與者姓名:			[姓名]
授予日期：			[授予日期]
股份：			公司授出的股票數量】
歸屬進度：
[數量獎勵] [歸屬日期] [歸屬數量] [歸屬日期] [歸屬數量] [歸屬日期]
交付時間表：			[按歸屬日期]