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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集團請注意，如果在PSA簽署後60個月內未行使此類權證，則此類權證將到期，並作爲「penny warrants」（「」）發行。 [姓名]，一名員工（以下簡稱“參與者”), 是根據以及受制於 Truist Financial 公司 2022年激勵計劃的規定，該計劃可能會不時進行修訂（即“401(k)計劃的僱主貢獻”).

3.獎勵的歸屬. 在授出時，獎勵尚未歸屬。根據本協議的條款（包括第2、4和5節規定），獎勵將百分之百（100%）歸屬，並且在【屆滿後第二年的3月15日】/【屆滿後管理員確定獎勵支付金額的日期】/【插入日期或控件】達到時，如果管理員判斷有任何獎勵支付，則獲得。插入日期或控件截至本日，借款人持有[●]%的[Name of VIE]股權（以下簡稱「Borrower Equity Interest」），[Borrower Company]的全部股權現在和將來獲得的股權都歸屬於借款人持有；兌現日期”), 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；【在歸屬日期之前，】管理員可以判斷所有或部分獎勵將被取消或作廢，原因是（i）由於企業或個人行爲導致重大負面風險結果，（ii）TFC在績效期間招致總體營運損失，或者（iii）按本

(ii)無因素解僱，正當理由和退休如果參與者與TFC集團的僱傭關係（A）因TFC集團「無故」（如下所定義）而終止，或者（B）因參與者出於僱主贊助的離職計劃或適用於參與者的僱傭協議中定義的「正當理由」，或因養老（如下所定義），則參與者績效期間的獎金將繼續按照本協議支付；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集團終止參與者的僱傭關係是因爲參與者（w）因重罪被定罪或認罪或不抗辯；（x）不誠實，盜竊或挪用公款；（y）未能實質上履行參與者的職責，或者（z）違反了參與者與TFC集團訂立的任何重要書面協議或契約，違反了適用於參與者的TFC集團的任何重要書面政策，計劃或準則，或者違反了參與者對TFC集團的職責。是否有正當理由的決定將由管理員做出，並且其決定將是最終且結論性的。養老”僅在參與者自《服務終止事件》之後發生分手時發生

(i)變更控制的影響在發生控制變更的情況下，如果第4(a)節適用於參與者，則績效期將於變更控制日期和終止之日之間的較晚者結束，績效將按照所提供計算，並在控制變更或終止之後的兩個半月內進行支付；前提是獎勵的支付取決於參與者在終止後六十（60）天內簽署並生效《解除和契約協議》。對於本4(b)(i)節，短語「解除僱傭」指的是「服務分離」。附錄 A支付將在控制變更或終止後兩個半月內的後者進行，前提是獎勵的支付取決於參與者在終止後六十（60）天內簽署並生效《解除和契約協議》。對於本4(b)(i)節，短語「解除僱傭」指的是「服務分離」。

(ii)根據本節和其他板塊的目的附錄 A, a “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； ”）及其關聯公司，不包括TFC集團的僱員福利計劃，直接或間接成爲TFC證券的「受益所有人」（在《交易所法》下制定的第13d-3條規則下定義），代表TFC所代表的證券的投票權的30%或以上; （B）日期當時，作爲TFC證券的收購的要約或交換要約的結果（除了TFC對其自身證券的這種要約），或者作爲代理人選舉，合併，合併或出售資產的結果，或上述任何組合的結果，每當表現期內的任何連續12個（12）月期間的開始時構成TFC董事會的個人，以及新董事，其選舉或獲得TFC股東至少仍在任職的董事中投票通過的至少三分之二的投票的董事的提名在這樣一個12個（12）月期間的開始時構成董事會的成員至少三分之二時，停止由於任何原因在這種董事會的成員中佔據三分之二以上; （C）TFC出售或處置其所有或幾乎所有TFC資產的交易成功關閉或以其他方式完成的日期; 或（D）一名或多名作爲一組行動的人獲得了TFC股票的所有權，連同該人或團體持有的股票，根據第409A條的含義，構成TFC股票總公允市值或總投票權的50%以上的日期。持續董事（「Continuing Directors」）），在這樣12個（12）個月期間由於任何原因不再構成該董事會成員三分之二以上; （C）TFC出售或處置其所有或幾乎所有TFC資產（根據第409A條的意義）的交易關閉或以其他方式成功完成的日期; 或（D）任何單個人或多於一個人作爲一組的人收購TFC股票的所有權，連同該人或團體持有的股票，構成更多於根據第409A條的含義，總公允市值或總投票權的TFC股票的50%以上。

(b)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 Vesting Date, and in any event within two and one-half (2 ½) months following the end of the Performance Period, or as otherwise set forth in Section (4)(b)(i) (provided that if such two and one-half (2 ½) month period begins in one calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) will not have the right to designate the calendar year of payment). Notwithstanding the foregoing, TFC reserves the right to (i) suspend Award payout, 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 3 or 21 have occurred. [In addition, TFC may accelerate Award payout by up to thirty (30) days.]

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

(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.

(e)The Participant and TFC agree that any of the preceding non-solicitation provisions is ever determined by a court to exceed the time, scope, or geographic limitations permitted by applicable law, then such provision(s) will be reformed to the maximum time, scope, and geographic limitations permitted by law. If any such provision(s) cannot be so reformed, then such provision will be severed from this Agreement and will not adversely affect the legality, validity, or enforceability of any of the remaining provisions in this Agreement.

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.

subject to the Award will be issued at the time of grant of the Award. If applicable, 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 Award has vested 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 cash payment, 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 cash payment or 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.

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 of Common Stock. 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.

(b)Notwithstanding anything in the Plan or this Agreement to the contrary, (i) the Administrator, in order to comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies 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; (b) extending the Performance Period for determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d) 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]
參與者的目標百分比：			[參與者的目標%]
績效期間：			[績效期間]