BB&T 2015 Annual Report Download - page 368

Treasury guidance under Section 111 of EESA such that references to “change in ownership or control” are treated as references to an
“applicable severance from employment.” If the “”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such
aggregate “parachute payments” exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be
reduced by Employer in accordance with the order of priority set forth below so that such reduced amount will result in no portion of
the payments, distributions and benefits being subject to Excise Tax. All calculations required to be made under this Section 3.16 shall
be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the
payment(s), distribution(s) and benefit(s) described above (the “ ”). BB&T shall cause the Accounting Firm to
provide detailed supporting calculations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely
by BB&T. Such payments, distributions and benefits will be reduced by Employer in accordance with the following order of priority:
(i) first, “Full Credit Payments” (as defined below) will be reduced in reverse chronological order such that the payment owed on the
latest date following the occurrence of the event triggering the reduction will be the first payment to be reduced until such payment is
reduced to zero, and then the payment owed on the next latest date following occurrence of the event triggering the reduction will be
the second payment to be reduced until such payment is equal to zero, and so forth, until all such Full Credit Payments have been
reduced to zero, and (ii) second, “Partial Credit Payments” (as defined below) will be reduced in reverse chronological order in the
same manner as “Full Credit Payments” are reduced. “” means a payment, distribution or benefit, whether paid
or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar
($1.00) reduces the amount of a “parachute payment” by one dollar ($1.00). “Partial Credit Payment” means a payment, distribution or
benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in
value by one dollar ($1.00) reduces the amount of a parachute payment by an amount that is less than one dollar ($1.00). For
clarification purposes only, a “Partial Credit Payment” would include a stock option as to which vesting is accelerated upon an event
that triggers the reduction, where the in the money value of the option exceeds the value of the option acceleration that is added to the
parachute payment.
. The Recitals to this Agreement are a part of this Agreement.
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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