Exhibit 10.1
RestrictedStockUnitGrantAgreement
#ParticipantName#
It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject tothe terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2024 Amended IncentiveCompensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to herein as the “GrantTerms”).
GrantDateofRestrictedStockUnits #GrantDate#
TotalNumberofRestrictedUnitsGranted #QuantityGranted#
This Restricted Stock Unit (“RSU”) Grant will 100% cliff vest on either the date your service as a non-employeeDirector of Fifth Third Bancorp ends, or the distribution date you selected pursuant to the deferral election process subject to the terms and conditions of the Plan.On the vesting/distribution date, the granted RSUs will convert to Fifth ThirdBancorpcommonstockandshares willbeissuedandregisteredinyour namebytheBancorp.
You do not have voting rights on your unvested RSUs and are not eligible to receive actual dividend payments;however, you will receive dividend equivalent payments each time a dividend is declared (typically quarterly).Dividendequivalents will be distributed in accordance with the election made on the Restricted Stock Unit Deferral Election Payoutform,orifeligible,paidincash.
Any bonus, commission, compensation, or awards granted to you under the Plan is subject to recovery, or“clawback” by the Company in such amount and with respect to such time period as the Committee shall determine to berequired by policy, applicable law, rules, or regulations if the payments were based on materially inaccurate financialstatements or any other materially inaccurate performance metric criteria, or as otherwise required by law.In addition, allexecutive compensation plans and awards are automatically amended as necessary to comply with the requirementsand/or limitations under any other laws, rules, regulations, or regulatory agreements up to and including a revocation ofthisGrant.
Acceptance of this Grant confirms your agreement to the Grant Terms, copies of which were delivered with thisAgreement.In the event of any conflict between the terms of this Grant Agreement and the Plan, the terms of the Planshall control. In addition, you confirm that you have received, or have access to, the 2024 Incentive Compensation PlanProspectus.
ThisAwardwillexpirebyitsowntermsunlessacceptedwithin60days of the grant date.
ForFifthThirdBancorp:
Grant Date
Tim Spence
PresidentandChiefExecutiveOfficer
Acceptance Date
Signature
This document constitutes part of a prospectus covering securities that have been registered under theSecuritiesAct of 1933,asamended.