Exhibit 10.1




Exhibit 10.1

NOTE: This Performance Restricted Stock Unit Award Agreement is applicable to performance
restricted stock unit awards made to members of the Managing Committee (“Participants”) of U.S.
Bancorp (the “Company”) on                     . These performance restricted stock unit awards
have the terms and conditions set forth in (a) each Participant’s award summary (the “Award
Summary”), which can be accessed on the Morgan Stanley Smith Barney Benefit Access Website at
www.benefitaccess.com, and (b) the form of Exhibit A hereto (which will be completed to
include all information called for therein) (the “Completed Exhibit A”) provided to such
Participant as soon as administratively feasible following the date on which the award is made.
The Award Summary may be viewed at any time on this Website, and the Award Summary may also be
printed out. In addition to the individual terms and conditions set forth in the Award Summary and
the Completed Exhibit A, each performance restricted stock unit award will have the terms and
conditions set forth in the form of Performance Restricted Stock Unit Award Agreement below. As a
condition of each performance restricted stock unit award, Participant accepts the terms and
conditions of the Performance Restricted Stock Unit Award Agreement, the Award Summary and the
Completed Exhibit A.



U.S. BANCORP

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT




THIS AGREEMENT, together with the Award Summary and the Completed Exhibit A which are incorporated
herein by reference (collectively, the “Agreement”), sets forth the terms and conditions of a
performance restricted stock unit award representing the right to receive shares of common stock of
the Company, par value $0.01 per share (the “Common Stock”). The Agreement is issued pursuant to
the Plan and is subject to its terms. Capitalized terms that are not defined in the Agreement
shall have the meaning ascribed to such terms in the Plan.



The Company and Participant agree as follows:



1. Award




Subject to the terms and conditions of the Plan and the Agreement, the Company grants to
Participant a performance restricted stock unit award entitling Participant to the number of
performance restricted stock units (the “Units”) equal to the “Target Award Number” set forth in
Participant’s Award Summary (such number of units, the “Target Award Number”). The Target Award
Number shall be adjusted upward or downward as provided in the Completed Exhibit A. The number of
Units that Participant will receive under this Agreement, after giving effect to such adjustment,
is referred to herein as the “Final Award Number.” Each Unit represents the right to receive one
share of Common Stock, subject to the vesting requirements and distribution provisions of this
Agreement and the terms of the Plan. The shares of Common Stock distributable to Participant with
respect to the Units granted hereunder are referred to as the “Shares.” Participant’s Award
Summary sets forth the date of grant of this award (the “Grant Date”). The Completed Exhibit A
sets forth (a) the performance period over which the Final Award Number will be determined (the
“Performance Period”), and (b) the date on which the Final Award Number will be determined (the
“Determination Date”).



2. Vesting; Forfeiture




(a) Time Based Vesting Conditions. Subject to the terms and conditions of the Agreement, the
Units shall vest in installments on the dates set forth in the Participant’s Award Summary (each
such date, a “Scheduled Vesting Date”), if the Participant remains continuously employed by the
Company or an Affiliate of the Company until any such Scheduled Vesting Date. Except as otherwise
provided in the Agreement, if Participant ceases to be an employee of the Company or any Affiliate
prior to vesting of any Units in accordance with the Award Summary, all of Participant’s unvested
Units shall be immediately and irrevocably forfeited.


 


 









 





(b) Continued Vesting Upon Separation From Service Due to Retirement or Disability. If
Participant has a Separation From Service (as defined in Section 11) with the Company or any
Affiliate by reason of Disability (as defined in Section 11) or Retirement (as defined in Section
11), the Units shall not be forfeited, but shall continue to vest on the Scheduled Vesting Dates in
accordance with Participant’s Award Summary as though such Separation From Service had never
occurred, so long as the Participant has at all times since the Grant Date complied with the terms
of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the
Participant.



(c) Acceleration of Vesting Upon Death. If Participant ceases to be an employee by reason of
death, or if Participant dies after a Separation From Service with the Company or an Affiliate due
to Disability or Retirement but prior to any Scheduled Vesting Date, then the Units will become
vested in accordance with this Section 2(c). If such death occurs prior to the last day of the
Performance Period, a number of Units equal to the Target Award Number will vest upon Participant’s
death. If the death occurs on or after the last day of the Performance Period, then a number of
Units equal to the Final Award Number will vest upon Participant’s death. Notwithstanding the
foregoing, such accelerated vesting shall occur only if the Participant has at all times since the
Grant Date complied with the terms of any confidentiality and non-solicitation agreement between
the Company or an Affiliate and the Participant.



(d) Acceleration of Vesting Upon Qualifying Termination. Notwithstanding the vesting
provisions contained in Sections 2(a) through (c) above, but subject to the other terms and
conditions of this Agreement, if Participant has been continuously employed by the Company or any
Affiliate of the Company until the date of a Qualifying Termination (as defined in Section 11),
then immediately upon such Qualifying Termination, Participant shall be vested in the number of
Units determined in accordance with this Section 2(d). If the Qualifying Termination occurs prior
to the last day of the Performance Period, a number of Units equal to the Target Award Number will
vest upon such Qualifying Termination. If the Qualifying Termination occurs on or after the last
day of the Performance Period, a number of Units equal to the Final Award Number will vest upon
such Qualifying Termination.



(e) Forfeiture on Termination of Employment for Cause and on Breach of Confidentiality
Agreement. If Participant violates the terms of any confidentiality and non-solicitation agreement
between the Company or an Affiliate and the Participant, all of Participant’s unvested Units shall
be immediately and irrevocably forfeited. If Participant’s employment with the Company is
terminated for Cause (as defined in Section 11), all of Participant’s unvested Units shall be
immediately and irrevocably forfeited. Upon forfeiture, Participant shall have no rights relating
to the forfeited Units (including, without limitation, any rights to receive a distribution of
Shares with respect to the Units and the right to receive dividend equivalents).



3. Distribution of Shares with Respect to Units




Subject to the restrictions in this Section 3, following the vesting of Units and following the
payment of any applicable withholding taxes pursuant to Section 8 of this Agreement, the Company
shall cause to be issued and delivered to Participant a certificate or certificates evidencing
Shares registered in the name of Participant or in the name of Participant’s legal representatives,
beneficiaries or heirs, as the case may be, as follows:



(a) Scheduled Vesting Date Distributions. As soon as administratively feasible following each
Scheduled Vesting Date (but in no event later than 60 days following such Scheduled Vesting Date),
all Shares issuable pursuant to Units that become vested as of such Scheduled Vesting Date (and
with respect to which Shares have not been distributed previously) shall be distributed to
Participant, or in the event of Participant’s death, to the representatives of Participant or to
any Person to whom the Units have been transferred by will or the applicable laws of descent and
distribution.


 


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(b) Qualifying Termination Distributions. As soon as administratively feasible following a
Separation From Service in connection with a Qualifying Termination (but in no event later than 60
days following such Separation From Service), all Shares issuable pursuant to Units that become
vested as a result of such Qualifying Termination (and with respect to which Shares have not been
distributed previously) shall be distributed to Participant. Notwithstanding the foregoing, any
Shares issuable to a Specified Employee (as defined in Section 11) as a result of a Separation From
Service in connection with a Qualifying Termination will not be delivered to such Specified
Employee until the date that is six months and one day after the date of the Separation From
Service.



(c) Distributions Following Retirement or Disability. If a Participant has a Separation From
Service with the Company or its Affiliates due to Retirement or Disability (so long as such
Separation From Service is not in connection with a Qualifying Termination), the distribution of
Shares with respect to Units will not be accelerated, and Shares will be distributed as soon as
administratively feasible following the applicable Scheduled Vesting Dates (but in no event later
than 60 days following any such Scheduled Vesting Date).



(d) Distributions Following Death. As soon as administratively feasible following the death
of a Participant (but in no event later than 90 days following such death) all Shares issuable
pursuant to Units that become vested pursuant to Section 2(c) (and with respect to which Shares
have not been distributed previously) shall be distributed to Participant.



In the event that the number of Shares distributable pursuant to this Section 3 is a number that is
not a whole number, then the number of Shares distributed shall be rounded down to the nearest
whole number.



4. Rights as Shareholder; Dividend Equivalents




Prior to the distribution of Shares with respect to Units pursuant to Section 3, Participant shall
not have ownership or rights of ownership of any Shares underlying the Units; provided,
however, that cash dividend equivalents shall accrue on the Shares underlying the Units,
whether such Units are vested or unvested, if cash dividends are declared by the Company’s Board of
Directors on the Common Stock on or after the Grant Date. Participant shall be entitled to
dividend equivalents with respect to a number of Units equal to the Final Award Number. Such
dividend equivalents will be in an amount of cash per Unit equal to the cash dividend paid with
respect to a share of outstanding Common Stock. The dividend equivalents shall be treated as
earnings on, and as a separate amount from, the Units for purposes of Section 409A of the Code.
Dividend equivalents accrued prior to the Determination Date will be paid to Participant as soon as
administratively feasible after the Determination Date (but in no event later than 30 days
following the Determination Date). After the Determination Date, dividend equivalents will be paid
to Participant with respect to unvested Shares on the same payment dates as dividends to holders of
the Common Stock are paid; provided, however, that, in all events, any dividend
equivalents paid in accordance with this sentence shall be paid in the calendar year in which the
dividends are declared, or, if later, on or before the date that is two and one-half months after
the date on which such dividends are declared. Dividend equivalents paid with respect to dividends
declared before the delivery of the Shares underlying the Units will be treated as compensation
income for tax purposes and will be subject to income and payroll tax withholding by the Company.



5. Restriction on Transfer




Except for transfers by will or the applicable laws of descent and distribution, the Units cannot
be sold, assigned, transferred, gifted, pledged, or in any manner encumbered, alienated, attached
or disposed of, and any purported sale, assignment, transfer, gift, pledge, alienation, attachment
or encumbrance shall be void and unenforceable against the Company. No such attempt to transfer
the Units, whether voluntary or involuntary, by operation of law or otherwise, shall vest the
purported transferee with any interest or right in or with respect to the Units or the Shares
issuable with respect to the Units.


 


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6. Securities Law Compliance




The delivery of all or any of the Shares in accordance with this Award shall be effective only at
such time that the issuance of such Shares will not violate any state or federal securities or
other laws. The Company is under no obligation to effect any registration of the Shares under the
Securities Act of 1933 or to effect any state registration or qualification of the Shares. The
Company may, in its sole discretion, delay the delivery of the Shares or place restrictive legends
on such Shares in order to ensure that the issuance of any Shares will be in compliance with
federal or state securities laws and the rules of the New York Stock Exchange or any other exchange
upon which the Company’s Common Stock is traded.



7. Distributions and Adjustments




The Award shall be subject to adjustment, in accordance with Section 4(c) of the Plan, in the event
that any distribution, recapitalization, reorganization, merger or other event covered by Section
4(c) of the Plan shall occur.



8. Income Tax Withholding




In order to comply with all applicable federal or state income tax laws or regulations, the Company
may take such action as it deems appropriate to ensure that all applicable federal or state
payroll, withholding, income or other taxes, which are the sole and absolute responsibility of
Participant, are withheld or collected from Participant. Participant may satisfy any applicable
tax withholding obligations arising from the receipt of Shares, or lapse of restrictions relating
to the Units, by check payable to the Company. In addition, Participant may, at Participant’s
election, satisfy the minimum statutory withholding obligations that arise at the time of delivery
of Shares by electing to have the Company withhold a portion of the Shares otherwise to be
delivered with a Fair Market Value (as such term is defined in the Plan) equal to the amount
necessary to satisfy such obligations. The election must be made on or before the date that the
amount of tax to be withheld is determined.



9. Miscellaneous




(a) This Agreement is issued pursuant to the Plan and is subject to its terms. The Plan is
available for inspection during business hours at the principal office of the Company. In
addition, the Plan may be viewed on the U.S. Bancorp Intranet Website in the Human Resources,
Compensation section of such website.



(b) This Agreement shall not confer on Participant any right with respect to continuance of
employment with the Company or any Affiliate, nor will it interfere in any way with the right of
the Company or any Affiliate to terminate such employment at any time.



(c) Participant acknowledges that the grant, vesting or any payment with respect to this
Award, and the sale or other taxable disposition of the Shares issued with respect to the Units
hereunder may have tax consequences pursuant to the Code or under local, state or international tax
laws. Participant acknowledges that Participant is relying solely and exclusively on Participant’s
own professional tax and investment advisors with respect to any and all such matters (and is not
relying, in any manner, on the Company or any of its employees or representatives). Participant
understands and agrees that any and all tax consequences resulting from the Award and its grant,
vesting or any payment with respect thereto, and the sale or other taxable disposition of the
Shares acquired pursuant to the Award, is solely and exclusively the responsibility of Participant
without any expectation or understanding that the Company or any of its employees or
representatives will pay or reimburse Participant for such taxes or other items.



(d) It is intended that the Plan and the Agreement shall comply with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued thereunder and the
provisions of this Agreement shall be construed and administered accordingly.


 


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10. Governing Law; Venue




This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota. Any claim or action brought with respect to this Award shall be brought in a federal or
state court located in Minneapolis, Minnesota.



11. Definitions




For purposes of this Agreement, the following terms shall have the definitions as set forth below:



(a) “Announcement Date” shall mean the date of the public announcement of the transaction,
event or course of action that results in a Change in Control.




(b) “Cause” shall mean:



(A) the continued failure by Participant to substantially perform Participant’s duties with
the Company or any Affiliate (other than any such failure resulting from Participant’s Disability,
as defined in Section 10(d), after a demand for substantial performance is delivered to Participant
that specifically identifies the manner in which the Company believes that Participant has not
substantially performed Participant’s duties, and Participant has failed to resume substantial
performance of Participant’s duties on a continuous basis;



(B) gross and willful misconduct during the course of employment (regardless of whether the
misconduct occurs on the Company’s premises), including, without limitation, theft, assault,
battery, malicious destruction of property, arson, sabotage, embezzlement, harassment, acts or
omissions which violate the Company’s rules or policies (such as breaches of confidentiality), or
other conduct which demonstrates a willful or reckless disregard of the interests of the Company or
its Affiliates; or



(C) Participant’s conviction of a crime (including, without limitation, a misdemeanor offense)
which impairs Participant’s ability substantially to perform Participant’s duties with the Company.



(c) “Change in Control” shall mean any of the following events occurring after the date of
this Agreement, but only if such event also constitutes a change in ownership or effective control
of the Company, or a change in the ownership of a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code:



(A) The acquisition by any Person (as defined in Section 11(f))of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (1) the then
outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that, for purposes of this clause (A), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by a subsidiary of the Company or any employee
benefit plan (or related trust) sponsored or maintained by the Company or a subsidiary of the
Company (a “Company Entity”) or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clause (i), (ii) or (iii) of this clause (A); or



(B) Individuals who, as of the Grant Date, constitute the Company’s Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors
(except as a result of the death, retirement or disability of one or more members of the Incumbent
Board); provided, however, that any individual becoming a director subsequent to
the date of this Agreement whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, (1) any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Incumbent Board, (2) any director designated by or on behalf of a Person who has entered into an agreement with the
Company (or which is contemplating entering into an agreement) to effect a Business Combination (as
defined in paragraph (C) of this Section 11(c)) with one or more entities that are not Company
Entities or (3) any director who serves in connection with the act of the Board of Directors of
increasing the number of directors and filling vacancies in connection with, or in contemplation
of, any such Business Combination; or


 


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(C) Consummation of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (1) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common
stock or the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any Company
Entity or such corporation resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (3) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or



(D) Approval by the shareholders of the Company of a complete liquidation or dissolution of
the Company.



(d) “Disability” means leaving active employment and qualifying for and receiving disability
benefits under the Company’s long-term disability programs as in effect from time to time.



(e) “Notice of Termination” means a written notice which sets forth the date of termination of
Participant’s employment.




(f) “Person” means person as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.




(g) “Qualifying Termination” means:



(A) Participant’s Separation From Service with the Company and its Affiliates as a result of
the Company’s termination of Participant’s employment for any reason other than Cause within 12
months following a Change in Control; provided, however, that any such Separation
From Service shall not be a Qualifying Termination if Participant has been notified in writing more
than 30 days prior to the Announcement Date that Participant’s employment with the Company is not
expected to continue for more than 12 months following the date of such notification, but only if
Participant’s employment with the Company is terminated (and employee experiences a Separation From
Service) within such 12 month period; and provided further, however, that any such
Separation From Service shall not be a Qualifying Termination if Participant has announced in
writing, prior to the date the Company provides Notice of Termination to Participant, the intention
to terminate employment, subject to the condition that any such termination by the Company prior to
Participant’s stated termination date shall be deemed to be termination by Participant on such
stated date unless termination by the Company is for Participant’s gross and willful misconduct;



(B) Participant’s Separation From Service with the Company and its Affiliates as a result of
Disability within 12 months following a Change in Control; or


 


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(C) Participant’s Separation From Service with the Company and its Affiliates (other than as a
result of Participant’s termination of employment by the Company for Cause) within 12 months
following a Change in Control, if, at the time of the Change in Control, such Participant is age 59
1/2 or older and has had 10 or more years of employment with the Company or its Affiliates
following such Participant’s most recent date of hire by the Company or its Affiliates.



(h) “Retirement” means termination of employment (other than for gross and willful misconduct)
by a Participant who is age 59 1/2 or older and has had 10 or more years of employment with the
Company or its Affiliates following such Participant’s most recent date of hire by the Company or
its Affiliates.



(i) “Separation From Service” means a Participant’s separation from service with the Company
and its affiliates, as determined under Treasury Regulation section 1.409A-1(h)(1), provided, that
the term “affiliate” shall mean a business entity which is affiliated in ownership with the Company
and that is treated as a single employer under the rules of section 414(b) and (c) of the Code
(applying the eighty percent common ownership standard).



(j) “Specified Employee” shall mean any Participant who is a specified employee for purposes
of section 1.409A-1(i) of the U.S. Treasury Regulations, determined in accordance with the rules
set forth in the separate document entitled “U.S. Bank Specified Employee Determination.”



MC Performance RSU Award Agreement (as approved Feb 14, 2011)





 


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EXHIBIT A




PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT




This Exhibit A to the Performance Restricted Stock Unit Award Agreement sets forth the manner in
which the Final Award Number will be determined for each Participant.



Definitions




Capitalized terms used but not defined herein shall have the same meanings assigned to them in the
Plan, the Performance Restricted Stock Unit Award Agreement and Participant’s Award Summary. The
following terms used in the text of this Exhibit A and in the ROE Performance Matrix shall have the
meanings set forth below:



“Company ROE Maximum” means
 _____%.



“Company ROE Minimum” means
 _____%.



“Company ROE Result” means the ROE achieved by the Company during the Performance Period.



“Company ROE Target” means
 _____%.



“Determination Date” means the date on which the Final Award Number is determined, which
date shall not be later than 45 days after the last day of the Performance Period.



“Final Award Number” means the “Final Award Number” determined in accordance with this
Exhibit A.



“Peer Group Companies” means the following companies:                                         .



“Peer Group ROE Ranking Maximum” means the
 _____ 

percentile.



“Peer Group ROE Ranking Minimum” means the
 _____ 

percentile.



“Peer Group ROE Ranking Target” means the
 _____ 

percentile.



“Peer Group ROE” means the ROE achieved by the Peer Group Companies during the Performance
Period.



“Peer Group ROE Ranking” means the percentile rank of the Company ROE Result relative to
Peer Group ROE.



“Performance Period” means the year ending December 31,
 _____.



“ROE” means (a) net income applicable to the common shareholders of a company during the
Performance Period, divided by (b) that company’s average common shareholders’ equity during the
Performance Period.



“ROE Performance Matrix” means the ROE Performance Matrix set forth in this Exhibit A.



“Target Award Number” means the “Target Award Number” set forth in a Participant’s Award
Summary.


 


 









 





“Target Award Number Percentage” means the “Target Award Number Percentage” determined in
accordance with the ROE Performance Matrix and the related rules set forth in this Exhibit A.



Determination of Final Award Number




Each Participant has been granted a number of Units equal to the Target Award Number. The Target
Award Number will be adjusted upward or downward depending on (a) whether the Company ROE Result is
greater or less than the Company ROE Target, and (b) the Peer Group ROE Ranking. The Final Award
Number for each Participant will be determined by multiplying (i) the Target Award Number
Percentage by (ii) the Target Award Number. The Target Award Number Percentage will be determined
in accordance with the following ROE Performance Matrix and the related rules below:



ROE PERFORMANCE MATRIX




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Target Award Number Percentage	 
	 	Company ROE Maximum or more
	 	 	—	%	 	 	—	%	 	 	—	%
	Company
	 	 	 	 	 	 	 	 	 	 	 	 	 
	ROE
	Company ROE Target
	 	 	—	%	 	 	—	%	 	 	—	%
	Result
	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Vertical
Axis)
	Company ROE Minimum or less
	 	 	—	%	 	 	—	%	 	 	—	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Peer Group	 	Peer Group	 	Peer Group
	 
	 	 	ROE Ranking	 	ROE	 	ROE Ranking
	 
	 	 	Minimum	 	Ranking	 	Maximum
	 
	 	 	or below	 	Target	 	or above
	 	 	 	 	 	 	 	 
	 	 	 	Peer Group ROE Ranking
	 	 	 	(Horizontal Axis)






In determining the Target Award Number Percentage in accordance with the ROE Performance Matrix,
the following rules will apply:




	 	•	 	If the Company ROE Result is greater than the Company ROE Minimum and less than the
Company ROE Target, the Target Award Number Percentage on the vertical axis will be
determined by interpolation of the Company ROE Result between the Company ROE Minimum and
the Company ROE Target.






	 	•	 	If the Company ROE Result is greater than the Company ROE Target and less than the
Company ROE Maximum, the Target Award Number Percentage on the vertical axis will be
determined by interpolation of the Company ROE Result between the Company ROE Target and
the Company ROE Maximum.






	 	•	 	If the Peer Group ROE Ranking is greater than the Peer Group ROE Ranking Minimum and
less than the Peer Group ROE Ranking Target, the Target Award Number Percentage on the
horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between
the Peer Group ROE Minimum and the Peer Group ROE Target.




 


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	 	•	 	If the Peer Group ROE Ranking is greater than the Peer ROE Group Ranking Target and less
than the Peer Group ROE Ranking Maximum, the Target Award Number Percentage on the
horizontal axis will be determined by interpolation of the Peer Group ROE Ranking between
the Peer Group ROE Target and the Peer Group ROE Maximum.






	 	•	 	After the Target Award Number Percentage on each of the vertical axis and horizontal
axis has been determined, the actual Target Award Number Percentage will be determined by
interpolation of the data points (i.e., the percentages) set forth in the ROE Performance
Matrix.






	 	•	 	In no event shall the Target Award Number Percentage be less than 25.0%.






	 	•	 	In no event shall the Target Award Number Percentage be greater than 150.0%.





The Final Award Number for each Participant shall be determined by the Committee on the
Determination Date. The Award Summary of each Participant shall be amended to reflect the Final
Award Number as soon as administratively feasible after the Final Award Number for such Participant
is determined.



Committee Determinations




The Committee shall make all determinations necessary to arrive at the Final Award Number for each
Participant. The Committee shall determine the Company ROE Result by reference to the Company’s
audited financial statements as of and for the year ending on the last day of the Performance
Period. The Committee shall determine the Peer Group ROE Ranking by reference to publicly
available financial information regarding the Peer Companies. Any determination by the Committee
pursuant to this Exhibit A will be binding upon each Participant and the Company.



No Fractional Units




In the event the Final Award Number is a number of Units that is not a whole number, then the Final
Award Number shall be rounded down to the nearest whole number.




 


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