The Virginia Management Long-Term Incentive Compensation Plan is a comprehensive program implemented by Suncorp to motivate and reward its management team for achieving long-term performance goals. This compensation plan is designed to align the interests of management with the long-term success of the company and enhance shareholder value. Key Components: 1. Performance-Based Awards: Under this plan, eligible executives receive performance-based awards, typically in the form of stock options or restricted stock units. These awards are granted based on predetermined performance targets, such as revenue growth, earnings per share (EPS), return on invested capital (ROC), and total shareholder return (TSR). The awards have a vesting period tied to the achievement of these targets. 2. Performance Metrics: The Virginia Management Long-Term Incentive Compensation Plan of Suncorp predominantly employs financial performance metrics to assess executive performance and determine the payout of awards. This includes both absolute financial goals and relative performance against industry peers or market indices. 3. Multi-Year Performance Period: As the name suggests, this compensation plan focuses on long-term performance, typically spanning over three to five years. This extended period encourages executives to make strategic decisions that drive sustainable growth and shareholder value over time. 4. Clawback Provisions: To ensure accountability and discourage risk-taking, the plan incorporates clawback provisions. In the event of financial restatements or conduct detrimental to the company, executives may be required to repay a portion or all of their incentive compensation. 5. Performance Evaluation Committee: A dedicated committee, often comprising independent directors, oversees the administration of the plan. They set performance targets, evaluate executive performance, and determine the payout of awards. Variants of Virginia Management Long-Term Incentive Compensation Plan of Suncorp: 1. Virginia Management Long-Term Incentive Compensation Plan — Performance Share UnitsPlusUs): This variant of the plan awards executives with a predetermined number of stock units that vest upon the achievement of specified performance goals. Upon vesting, executives receive shares of company stock, providing them with a direct ownership stake. 2. Virginia Management Long-Term Incentive Compensation Plan — Stock Appreciation RightsSARSRs): In this variant, executives are granted SARS, which entitle them to the appreciation in the company's stock price over a specific period. Executives are rewarded based on the increase in the stock's value, promoting actions that drive sustainable growth. In conclusion, the Virginia Management Long-Term Incentive Compensation Plan of Suncorp is an incentivization program designed to reward and motivate management for achieving long-term performance goals. By linking compensation to strategic objectives and shareholder value, this plan aligns the interests of executives with the success of the company.