Common use of Equity Portion Clause in Contracts

Equity Portion. Equity Portion. As of the date of this agreement, your equity buy-out award has been valued at $4,000,000 (the “Dollar Value Amount”). The Dollar Value Amount of your buy-out award will be re-valued prior to the grant date by first multiplying 635,431 (which is the aggregate number of shares or share equivalents of your former employer’s shares that were granted to you that you will forfeit) by the average closing price of your former employer's shares for the five trading days prior to your start date (the “Adjusted Dollar Value Amount”). The number of restricted stock units granted to you will then be determined by dividing the Adjusted Dollar Value Amount by the average closing price of Citizens shares for the five trading days prior to your start date. Your buy-out award will have the vesting schedule set forth below. March 1, 2018 38% March 1, 2019 34% March 1, 2020 28% Your restricted stock units award will be granted under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan within 30 days of your start date pursuant to an award agreement which will include the terms and conditions of your award. You will be required to acknowledge the terms of your award agreement through Fidelity’s online system before your award is processed. Among other terms, your award agreement will provide that if, within 12 months of your start date, your employment terminates or notice to terminate your employment is given by either party for any reason other than death, disability, Retirement (as defined in the award agreement) or termination by Citizens without cause (as defined in the award agreement), all outstanding unvested awards will lapse immediately and you will be responsible for repaying to Citizens the net value (following any applicable tax and other statutory deductions) of any Citizens shares that have been received by you. Repayment shall be due within 14 calendar days of the date of termination of your employment. If such termination occurs prior to the vesting of the final installment of your award, any unvested portion of your award will lapse immediately for no consideration.

Equity Portion. Equity Portion. As of the date of this agreement, your equity buy-out award has been valued at $4,000,000 (the “Dollar Value Amount”). The Dollar Value Amount of your buy-out award will be re-valued prior to the grant date by first multiplying 635,431 (which is the aggregate number of shares or share equivalents of your former employer’s shares that were granted to you that you will forfeit) by the average closing price of your former employer's shares for the five trading days prior to your start date (the “Adjusted Dollar Value Amount”). The number of restricted stock units granted to you will then be determined by dividing the Adjusted Dollar Value Amount by the average closing price of Citizens shares for the five trading days prior to your start date. Your buy-out award will have the vesting schedule set forth below. March 1, 2018 38% March 1, 2019 34% March 1, 2020 28% Your restricted stock units award will be granted under the Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan within 30 days of your start date pursuant to an award agreement which will include the terms and conditions of your award. You will be required to acknowledge the terms of your award agreement through Fidelity’s online system before your award is processed. Among other terms, your award agreement will provide that if, within 12 months of your start date, your employment terminates or notice to terminate your employment is given by either party for any reason other than death, disability, Retirement (as defined in the award agreement) or termination by Citizens without cause (as defined in the award agreement), all outstanding unvested awards will lapse immediately and you will be responsible for repaying to Citizens the net value (following any applicable tax and other statutory deductions) of any Citizens shares that have been received by you. Repayment shall be due within 14 calendar days of the date of termination of your employment. If such termination occurs prior to the vesting of the final installment of your award, any unvested portion of your award will lapse immediately for no consideration.your