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Exhibit 4.12
Deutsche Bank Restricted Share Plan 2026
Plan Rules
1.Purpose
The Deutsche Bank Restricted Share Plan is intended to motivate key employees by
aligning the interests of employees of the DB Group with those of the shareholders and
fostering a sense of employee ownership through awards linked directly to the Deutsche Bank
share price in a fashion that is consistent with safe and sound banking practices, particularly
with respect to the applicable regulatory guidance and requirements governing incentive
compensation practices.
Participants in the Plan are selected at the discretion of the Committee. Participation
during one Plan year does not guarantee future participation.
2.Definitions
For the purposes of the Plan, the following terms shall have the meanings indicated:
“Acknowledgement” has the meaning given in Rule 4.7, and “Acknowledge” and
“Acknowledged” shall be construed accordingly.
“Acquirer Entity” means the person, company or entity which, through acquisition, merger,
spin-off, transfer, or other consolidation (or series thereof), shall be the legal successor to or
owner (whether direct or indirect) of the DB business unit, Division or Subsidiary (or, if
applicable, the part of the DB business unit or Division) in which the relevant Participant
worked, or any of its Subsidiaries or Holding Companies or any Subsidiary of any such Holding
Company.
“Annual Award” means any Award referred to as an Annual Award in the Award Information.
“Applicable DB Group Policy or Procedure” means any DB policy or procedure regarding:
general accounting; application of accounting methodologies; approvals procedures; risk
management; regulatory procedures or rules; any other financial or compliance matters; or
conduct matters, including, but not limited to, Deutsche Bank’s Code of Conduct as amended
from time to time (in each case of which the Participant knew or it would be reasonable to
expect the Participant to have known).
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“Award” means an award of DB Shares subject to and in accordance with the Plan Rules where
beneficial ownership of those shares is transferred to the Participant on the Award Date, and
the DB Shares are subject to forfeiture in accordance with the Plan Rules until the Release
Date. An Award may be an Annual Award, New Hire Award, or Upfront Award. An Award does
not give a Participant a right to subscribe for unissued DB Shares.
“Award Date” means the effective date of an Award, as shown on the Award Information.
“Award Letter” means a letter issued by a DB Group Company at or around the time of an
Award Information, which may set out Performance Conditions in relation to an Award as
provided in Rule 4.4, and which may in some cases supplement an Award Information.
“Award Information” means the Information provided to a Participant under Rule 4.3.
“Award Shares” has the meaning given in Rule 4.3.
“Award Tax Shares” has the meaning given in Rule 4.8.
“Cause” means in respect of the termination of a Participant’s employment by any DB
Group Company: (i) any act or omission or series of acts or omissions that, when taken
together or alone, constitute a material breach of the terms and conditions of employment;
(ii) the conviction of the Participant by a competent court of law of any crime (other than minor
offences that do not adversely affect the business or reputation of any DB Group Company,
as determined by the Committee in its sole discretion); (iii) unlawful, unethical or illegal
conduct, or any misconduct by the Participant in connection with the performance of the
Participant’s duties as a DB Employee or conduct by the Participant otherwise in violation of
the terms of the applicable employee handbook or other local policy or contractual
documentation; (iv) knowingly failing or refusing to carry out specific lawful instructions from a
DB Group Company (or a duly authorised employee or officer of such a company) relating to
material matters or duties within the scope of the Participant’s responsibilities for a DB
Group Company; (v) committing any act involving dishonesty, fraud, misrepresentation, or
breach of trust; or (vi) the issuance of any order or enforcement action against the
Participant or against any DB Group Company in connection with the Participant’s actions or
omissions by any regulatory body with authority over the conduct of business by that DB Group
Company where the issuance of that order or enforcement action impairs a) the financial
condition or business reputation of the DB Group or any DB Group Company or b) the
Participant’s ability to perform the Participant’s assigned duties (or would have done so if the
Participant were still a DB Employee).
“Change of Control” means a change in the control of Deutsche Bank AG which shall occur if, by
one or a series of transactions or events, a third party or a group of third parties acting
together (directly or indirectly) acquires more than 50 percent of the issued share capital of
Deutsche Bank AG and/or becomes entitled to exercise more than 50 percent of voting rights
attributable to the issued share capital of Deutsche Bank AG. The Committee (as constituted
before the relevant event) will determine, in its sole discretion, whether or not a Change of
Control has occurred in accordance with this definition.
"Closing Price" means the closing price of DB Shares in the Xetra system (currently under "DBK
GY"), or the closing price on such other exchange as may be determined by the Committee
from time to time.
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“Committee” means the Senior Executive Compensation Committee but may alternatively be
the Management Board or any committee or other entity or persons designated by the Senior
Executive Compensation Committee, the Management Board or these Plan Rules to act as the
decisional body under this Plan (and, for the avoidance of doubt, the provisions of Rule 9 shall
apply to any such entity or person). To the extent that matters are determined in relation
to Awards made or to be made to members of the Management Board, the Committee means
the Supervisory Board of Deutsche Bank or a duly authorised committee of the same.
“Compliance Department” means any applicable compliance department of the DB Group.
“Control Failure” means:
a.a failure to take adequate steps to promptly identify, assess, report, escalate or address
misconduct or risk (including without limitation regulatory, client, reputational, market
and/or other risk);
b.a failure to address, manage or remedy any control weaknesses identified by the DB
Group or any regulator of which the Participant was aware (or could have been reasonably
expected to be aware);
c.a failure to draft, adopt, approve or implement internal financial and operational policies or
procedures of the DB Group (or any DB Group Company) which would have provided for
i. the reliability and integrity of information,
ii. compliance with laws and regulations,
iii. safeguarding and accountability of assets, and/or
iv. preventing or detecting error or fraud.
“DB Employee” means a person employed by any DB Group Company. “DB
Group” means Deutsche Bank and each of its Subsidiaries.
“DB Group Company” means any company or other corporation in the DB Group.
“DB Share” means a registered share of Deutsche Bank AG, as listed and traded on the
Frankfurt Stock Exchange - Xetra or other authorised exchanges, or any other shares which may
replace them from time to time (whether in a successor corporation or otherwise).
“Deutsche Bank” means Deutsche Bank AG and any successor corporation or other
corporation into which Deutsche Bank AG is merged or consolidated or to which Deutsche
Bank AG transfers or sells all or substantially all of its assets.
“Division(s)” means the primary operational business areas of the DB Group, which include the
core revenue generating areas and infrastructure and support areas, as established or adjusted
by Deutsche Bank, in its discretion, from time to time. Each Division is divided into smaller
operating business units.
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“Financial Services” includes (without limitation) any (or any combination) of the following:
a.commercial or retail banking;
b.brokerage;
c.wealth management;
d.insurance, pension or lending services;
e.financial, business, investment or economic advisory services (including raising or
p reserving capital or transitioning ownership of any asset);
f.asset management;
g.issuing, trading or selling instruments or other investments; and
h.advising on or investing in private equity or real estate,
and also includes any other activities engaged in by any DB Group Company that the
Committee considers constitute financial services.
“Financial Services Firm” means a business enterprise whose sole or primary function is the
provision of Financial Services (whether to individuals, institutions or any other person or entity).
“Holding Company” of a company or entity means a company or entity of which the first
company or entity is a Subsidiary.
“InstitutsVergV” means the German Remuneration Ordinance (Institutsvergütungs-
verordnung), as amended from time to time.
“Management Board” means the Management Board of Deutsche Bank (the Vorstand).
“Material Risk Taker” means a material risk taker (as determined by the DB Group in its sole
discretion) having regard to InstitutsVergV or any other applicable regulation.
“Net Award Shares” has the meaning given in Rule 4.8.
“New Hire Award” means an Award referred to as a New Hire Award in the Award
Information, usually being “buy-out”, “replacement” or “sign-on” awards granted or issued in
connection with the commencement of a Participant’s employment as a DB Employee.
“Nominee” means the party which holds the Net Award Shares as nominee for a Participant
during the Restricted Period in accordance with the Plan Rules, being DB Group Services (UK)
Ltd or such other party as may be appointed by the Committee from time to time.
“Participant” means any person to whom an Award has been made under the terms and
conditions of this Plan for so long as that person has any rights under this Plan.
“Performance Condition” means a condition or conditions stated in the Award Information for
an Award or a Tranche of an Award, and/or the Award Letter, which determines the extent to
which that Award or Tranche will become capable of Release.
“Performance Period” means the period of time as referred to in InstitutsVergV (or any
other applicable legislation) during which a Participant’s performance is assessed for the
purposes of determining the grant of an Award under InstitutsVergV, and “Performance
Period in relation to which an Award is made” and similar phrases shall be interpreted
accordingly.
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“Plan” means the Deutsche Bank Restricted Share Plan as governed by these Plan Rules.
“Plan Administrator” means DB Group Services (UK) Limited or any other person or entity
appointed by the Committee for the purpose of administering the Plan as referred to in
Rule 9.1.
“Plan Rules” or “Rules” means this document, including all applicable Schedules, which sets out
the binding terms and conditions of the Plan (as amended from time to time pursuant to Rule
10).
“Proof of Certification” means any information deemed necessary or desirable by the Plan
Administrator (i) to confirm a Participant’s compliance with the terms and provisions of an Award;
(ii) to enable the Plan Administrator to apply the terms and provisions of an Award; or (iii) to
enable the Plan Administrator (or any DB Group Company) to comply with its obligations in
relation to an Award, including, but not limited to: copies of tax returns and employment or
payroll-related documentation, or any confirmation or agreement by a Participant deemed
necessary or desirable by the Plan Administrator to carry out any of the Plan Rules or any other
rule or regulation, as determined by the Plan Administrator (including without limitation
confirmation or agreement that the Participant is bound by the Plan Rules in relation to an
Award).
“Proprietary Information” means any information which is not publicly available (other than as a
result of the Participant’s action), including, without limitation, all financial or product
information, business plans, client lists, compensation details or other confidential
information, copyright, patent and design rights in any invention, design, discovery or
improvement, model, computer program, system, database, formula or documentation,
including information conceived, discovered or created during or in consequence of the
Participant’s employment as a DB Employee.
“Release” in relation to an Award means that the Net Award Shares (or a portion of those
shares) are no longer subject to forfeiture in accordance with the Rules and are capable of
withdrawal by the Participant in accordance with Rule 7 and “Released” shall be interpreted
accordingly.
“Release Date” means the last day of the Restricted Period as stated in the Award
Information (or any earlier date on which the Award or Tranche of an Award is Released or the
Restricted Period ceases to apply under Rule 8), or any later date on which it is determined
that any applicable Performance Conditions are satisfied and, in each case, subject to any
delay in the Release Date pursuant to Rule 6.6.
“Relevant Individual” in relation to a Significant Adverse Event means a DB Employee or a
contingent worker engaged by a DB Group Company whose conduct is the subject of an
internal investigation by a DB Group Company in connection with that Significant Adverse
Event which results in disciplinary measures or sanctions against the Relevant Individual,
or would have resulted in such measures or sanctions (as determined by the Committee in its
absolute discretion) if, in the case of a former DB Employee, the Relevant Individual had
not ceased to be a DB Employee or, in the case of a contingent worker or former contingent
worker, the Relevant Individual had been a DB Employee subject to disciplinary measures or
sanctions by a DB Group Company.
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“Representative” means, in the case of death or Total Disability, the Participant’s duly
appointed beneficiary, legal representative or administrator, as applicable.
“Restricted Period” in relation to an Award means the period from the Award Date to the
Release Date for that Award or Tranche of an Award.
“Restricted Services” means services that are substantially similar to any or all of the
services provided by the Participant during the 12-month period prior to the Participant
ceasing to be a DB Employee.
“Schedule” means any schedule to the Plan Rules approved by the Committee (as amended
from time to time in accordance with Rule 10).
“Senior Executive Compensation Committee” means the committee delegated by the
Management Board to govern this Plan.
“Significant Adverse Event” means an event (or series of events, in each case whether by any
acts or omissions) that has resulted in any internal or external finding of misconduct or of
risk (including without limitation regulatory, client, reputational, market and/or other risk), or
financial loss (whether direct or indirect, and whether by way of a regulatory fine, sanction,
action, or settlement, including any associated cost or otherwise), which, as determined by
the Committee in its absolute discretion, is classified by the DB Group as being “Acute”,
“Severe” or “High” (or a similar level under any alternative categorisation in place from time to
time) and which the Committee has determined in its absolute discretion has had or is
likely to have an adverse effect on the DB Group, a DB Group Company, a Division or a
business unit.
“Subsidiary” means a company or other entity in which a Holding Company has a direct or
indirect controlling interest or equity or ownership interest which represents more than
fifty percent (50%) of the aggregate equity or ownership interest in that company or entity.
“Sufficiently Proximate” to a Relevant Individual in relation to a Significant Adverse Event
means a Participant who is:
a.a legal, local or functional manager (or other equivalent manager type applicable at the
time) of a Relevant Individual who is a DB Employee (the “First Level Manager”), or a DB
sponsor of a Relevant Individual who is a contingent worker engaged by a DB Group
Company (the “First Level Sponsor”);
b.a legal, local or functional manager (or other equivalent manager type applicable at the
time) of a First Level Manager or First Level Sponsor of the Relevant Individual or the
head of the business unit in which the Relevant Individual is employed or engaged;
c.only in case of a Significant Adverse Event which is classified by the DB Group as being
“Acute” (or a similar level under any alternative categorization in place from time to
time), the head of Division, the Chief Country Officer(s), the CEO or Chief Operating
Officer(s) where the Relevant Individual works (or worked) or is engaged (or was
engaged);
in each case, at the time when Significant Adverse Event(s) (or portion thereof), or the
actions or omissions (in each case, or portions thereof) of the Relevant Individual
contributing to the Significant Adverse Effect, occurred and regardless of whether the
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Participant was himself responsible for, or contributed to, the Significant Adverse Event, in any
way other than being Sufficiently Proximate to a Relevant Individual.
“Supervisory Board of Deutsche Bank” means the board that oversees and advises the
Management Board in its management of the business.
“Total Disability” means either (a) a medically determinable physical or mental impairment
(i) that can be expected to either (1) result in death or (2) last for a continuous period of
not less than 12 months and (ii) as a result of which the Participant either (1) becomes unable to
engage in any substantial gainful activity or (2) receives income replacement benefits for
a period of not less than 6 months under a long-term disability plan covering DB
Employees (but in no case shall the receipt of workers’ compensation benefits be
considered to qualify as such benefits); or (b) the Participant is deemed Totally Disabled and
eligible to receive disability benefits from the US Social Security Administration, provided
that, if the Participant ceases to reside in the United States, the Committee may substitute
such definition as they consider appropriate.
“Tranche” means a portion of an Award as detailed on the Award Information, which may be
subject to different provisions related to Release, and/or Performance Conditions, to other
Tranches comprised within that Award.
“Upfront Award” means an Award referred to as an Upfront Award in the Award Information.
3.Interpretation
In this Plan, where the context permits:
a.where an Award has been made in different Tranches, references to an Award shall be
taken to refer to each Tranche separately; and
b.words in the singular shall include the plural and vice versa.
The headings in the Rules are for the sake of convenience only and should be ignored
when construing the Rules.
Each Award granted under the Plan is subject to the Plan Rules as modified by any
Schedules which apply to that Award, in each case as amended from time to time in
accordance with Rule 10.2.
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4.Awards
4.1.Eligibility: Subject to the terms and conditions in these Plan Rules, the Committee may
from time to time make Awards or permit Awards to be made by such other persons as it
may determine to such DB Employees as the Committee shall select.
4.2.Terms of Awards: Subject to the terms and conditions in these Plan Rules, the
Committee shall be entitled to determine the terms of Awards and the dates on
which those Awards are made.
4.3.Award Information: As soon as practicable on or after the Award Date, the Participant
shall be issued an Award Information in relation to the Award in such form as the
Committee shall determine in its sole discretion. The Award Information shall state (in
relation to each Tranche of the Award where applicable):
a.the Award Date;
b.the number of DB Shares subject to the Award (before any reductions to take
account of tax and social security contributions in accordance with Rule 4.8) (the
“Award Shares”);
c.the type of Award (Annual, New Hire, or Upfront Award);
d.the Release Date (assuming no acceleration or delay of the Release Date under
these Plan Rules). and
e.details of any Performance Conditions applicable to the Award (other than any
such Performance Condition which is just detailed in the Award Letter).
4.4.Performance Conditions: Awards or Tranches of Awards may be made subject to
Performance Conditions as approved by the Committee at the time the Award is
made. Any such conditions will be detailed in the Award Information and/or the
Award Letter. The degree to which a Performance Condition is satisfied will
determine the extent to which the Net Award Shares subject to that Award or
Tranche will be Released, and the degree to which the Performance Condition is
satisfied must be determined before the Award or relevant part of the Award can be
Released. An Award shall be forfeited to the extent that it is determined that it is no
longer capable of being Released because the Performance Condition has not been
satisfied in full. The Management Board may amend the Performance Conditions if
circumstances exist such that the Management Board considers, in its sole discretion,
that the existing Performance Conditions should be so amended to ensure that they
remain appropriate or because of regulatory requirements including, without
limitation, any regulatory or recovery intervention. Notwithstanding the foregoing, in
relation to an Award held by a member of the Management Board, the Management
Board’s decision is not binding and the Supervisory Board will decide in its full
discretion on the confirmation of or the deviation from the Management Board’s
decision for purposes of these Awards; the decision of the Supervisory Board shall be
final and binding.
4.5.Compliance: The making of any Award is subject to any approvals or consents
required under any applicable laws or regulations or by any governmental authority,
the requirements of any exchange on which DB Shares are traded and any policy
adopted by the Compliance Department.
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4.6.Award Shares: The Plan Administrator shall on the Award Date cause the Award
Shares to be held by the Nominee as nominee for the Participant during the
Restricted Period (subject to the provisions of the Plan, and in particular Rule 4.8),
and the beneficial interest in the Award Shares shall be held by the Participant from
that date.
4.7.Acknowledgement of Award: to Acknowledge the Award the Participant must:
a.acknowledge the Award and agree to be bound by and comply with the
provisions of the Plan and any other terms contained in the Award Information in
relation to the Award; and
b.enter into an election under Section 83(b) of the Internal Revenue Code of the
United States of America (“83(b) Election”) in relation to the DB Shares subject to
the Award in a form acceptable to the Committee or the Plan Administrator;
(such steps together being “Acknowledgement”). The procedure for
Acknowledgement (including the period for doing so) will be communicated or
made available to the Participant in such manner as the Committee or Plan
Administrator may determine. If the Participant has not Acknowledged the Award in
accordance with the specified procedure by the end of the period provided in that
procedure, the Award and all the Award Shares shall be forfeited, and upon that
forfeiture neither the Participant nor any Representative shall have any claim for
compensation in relation to that forfeiture. Following such forfeiture, the
Participant will no longer be able to Acknowledge the Award and shall forfeit all
interest in the Award and the Award Shares subject to it, and no DB Group
Company shall have any obligation to the Participant in relation to it. For the
avoidance of doubt, the Participant shall not have any interest in the Tax Award
Shares on any such forfeiture.
4.8.Award Tax Shares and Net Award Shares: Immediately following the time the Award
Shares are first held by the Nominee as nominee for the Participant on the Award
Date as provided in Rule 4.6, the smallest whole number of the Award Shares
sufficient to satisfy the amount of any taxation and social security contributions
(calculated on the basis that an 83(b) Election is made in relation to the Award Shares
with effect from the Award Date) for which any DB Group Company is liable to
account or withhold on behalf of the Participant in relation to the acquisition of the
Award Shares by the Participant (the “Award Tax Shares”) shall cease to be held by
the Nominee as nominee for the Participant, the Participant shall no longer have any
beneficial interest in the Award Tax Shares and the beneficial interest in those shares
shall revert to the Nominee. The number of DB Shares remaining held by the
Nominee as nominee for the Participant shall be the “Net Award Shares”, which shall
be held by the Nominee as nominee for the Participant subject to the Plan Rules for
the remainder of the Restricted Period. The Award Tax Shares shall for all purposes
be treated as retained by the DB Group to satisfy the relevant taxation or social
security contributions, and shall no longer be subject to the Plan Rules.
The number of Award Tax Shares shall be determined by the Plan Administrator in
its sole discretion. If, because of rounding, the number of Award Tax Shares is
greater than the number required to satisfy the taxation and social security
contributions by a fraction of a DB Share, that fraction may be dealt with in the
manner the Plan Administrator in its sole discretion sees fit, including, but not
limited to, making a cash payment to the Participant on Release of the Award (or
Tranche of an Award) equal to the cash value of the fraction of one DB Share.
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No DB Group Company takes any responsibility (except where legally required) as to
the taxation or social security consequences of the Participant participating in the
Plan and a Participant should therefore seek independent tax and social security
advice.
4.9.Non-transferable Awards: A Participant may not at any time before the Release Date
(i) transfer, assign, sell, pledge or grant to any person or entity any rights in respect of
any Award or any of the Award Shares (other than to a Representative in the event of
the death or Total Disability of the Participant); or (ii) enter into any transactions
having the economic effect of hedging or otherwise offsetting the risk of price
movements, or attempt to do so, with respect to all or part of the Award Shares.
Nothing in this Rule shall prevent the operation of Rule 4.8. Unless the Plan
Administrator or the Committee decides otherwise, any breach of this Rule 4.9 will
result in the forfeiture by the Participant of the Participant’s Award without any claim
for compensation by the Participant or any Representative.
4.10.Dividend Rights: No dividends shall be paid, nor accrued, in relation to any of the
Award Shares during the Restricted Period.
4.11.Voting Rights: There shall be no voting rights in respect of any of the Award Shares
during the Restricted Period.
4.12.Effect of forfeiture: Where an Award is forfeited in accordance with any of the Plan
Rules the Participant shall cease to have any rights in relation that Award to the
extent that it is forfeited, and in particular the Participant shall no longer have any
beneficial interest in any of the Award Shares so forfeited.
4.13.Surrender of Net Award Shares: A Participant may surrender Net Award Shares (or a
part thereof) at any time, prior to the Release Date. Where Net Award Shares (or a
part thereof) are so surrendered, the Participant shall cease to have any rights vis a
vis any DB Group Company in relation to those Net Award Shares and the Participant
shall no longer have any beneficial or other interest in any of the Net Award Shares
so surrendered.
5.Impact of termination of employment
5.1.Termination: Save as provided in Rule 5.3, an Award will not be forfeited by reason of
the Participant ceasing to be a DB Employee and (save as provided in Rule 5.2) will
remain subject to the Plan Rules (including the Restricted Period and any
Performance Conditions).
5.2.Termination upon death or Total Disability: If a Participant ceases to be a DB
Employee due to death or Total Disability (documented to the reasonable
satisfaction of the Plan Administrator), an Award which is not subject to a
Performance Condition will, subject to Rule 6.6, be Released in full (to the extent not
previously Released) on the next administratively possible Release Date for other
Awards granted pursuant to the Plan following receipt of such documentation as the
Plan Administrator may require to establish the entitlement of the Participant or the
Representative claiming on behalf of the Participant.
If a Participant who has ceased to be a DB Employee subsequently dies, and at the
time of death holds any Awards which are not subject to a Performance Condition,
those Awards will, subject to Rule 6.6, be Released in full (to the extent not
previously Released) on the next administratively possible Release Date for other
Awards granted pursuant to the Plan following receipt of such documentation as
the Plan Administrator may require to establish the entitlement of the Participant or
the Representative claiming on behalf of the Participant.
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Where an Award is subject to a Performance Condition the Restricted Period will
continue in accordance with the Award Information and subject to these Plan Rules
(including, without limitation, the forfeiture provisions of Rule 6), and the Award will
remain subject to the Performance Condition.
5.3.Termination resulting in Complete Forfeiture: Awards which have not been Released
shall be automatically forfeited if, at any time prior to Release, the Participant ceases
to be a DB Employee by reason of termination for Cause as decided by a DB Group
Company, which shall have full discretion to make a Cause determination.
6.General forfeiture and clawback
6.1.Complete Forfeiture for certain acts: In addition to the other forfeiture provisions
contained in the Plan Rules, a Participant shall automatically forfeit any Awards that
have not been Released, without any claim for compensation by the Participant or
any Representative, if any of the following events or activities occurs at any time
prior to the Release Date for that Award, during or following employment as a DB
Employee:
a.the Participant directly or indirectly solicits or entices away, or endeavors to
solicit or entice away any individual person who is employed or engaged by any
DB Group Company and, if following the termination of the Participant’s
employment as a DB Employee, with whom the Participant has had business
dealings during the course of the Participant’s employment in the 12 months
immediately prior to the termination date;
b.the Participant solicits, directly or indirectly, any company, entity or individual
who was a customer or client of any DB Group Company and, if following the
termination of the Participant’s employment as a DB Employee, with whom the
Participant has had business dealings during the course of the Participant’s
employment in the 12 months immediately prior to the termination date in order
to provide Restricted Services to such company, entity or individual;
c.the Participant directly or indirectly obtains, uses, discloses or disseminates
Proprietary Information to any other company, individual or entity or otherwise
employs Proprietary Information, except as specifically required in the proper
performance of the Participant’s duties for any DB Group Company;
d.the Participant acts in a manner that is prejudicial to the reputation of the DB
Group or any DB Group Company;
e.the Participant or any Representative is responsible for any act or omission that
breaches the terms of any agreement into which the Participant has entered with
any DB Group Company, including any settlement or separation agreement or
compromise agreement; or
f.the Participant fails to provide, if asked, Proof of Certification, in accordance with
Rule 7.5.
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6.2.Complete or Partial Forfeiture: In addition to the other forfeiture provisions
contained in the Plan Rules, the Committee may, in its sole discretion, determine that
a Participant shall forfeit such proportion (up to and including 100%) of any Award
which has not been Released as may be determined by the Committee in its sole
discretion without any claim for compensation by the Participant or any
Representative in the following circumstances:
a.where a Participant engages in any conduct at any time prior to the Release Date,
including prior to the Award Date, that:
i.breaches any Applicable DB Group Policy or Procedure;
ii.breaches any applicable laws or regulations imposed other than by the DB
Group or any DB Group Company; or
iii.constitutes a Control Failure, whether arising by act or omission (or series
of acts or omissions), whether in whole or in part, directly or indirectly
in each case, where that conduct is the subject of an internal investigation by a DB
Group Company or of an investigation by a regulatory or law enforcement body and
it results in disciplinary measures or sanctions against the Participant or a DB Group
Company (which, for the avoidance of doubt, shall include any significant
supervisory measure imposed on DB Group or any DB Group Company) or
would have resulted in such measures or sanctions if the Participant had not ceased
to be a DB Employee (or ceased to be an employee of a specific DB Group Company
whilst remaining a DB Employee);
b.where:
i.the grant of that Award was based on a performance measure or measures
or on assumptions that are later determined to be materially inaccurate
(regardless of whether any relevant measures or assumptions were
communicated to the Participant); or the grant, vesting or settlement of
any other award made to the Participant (whether under the Plan, other
compensation plans or other bonus or incentive arrangements, and
whether delivered or not) was based on a performance measure or
measures or on assumptions that are later determined to be materially
inaccurate (regardless of whether any relevant measures or assumptions
were communicated to the Participant);
c.where a Significant Adverse Event occurs, and the Committee considers the
Participant to be Sufficiently Proximate to a Relevant Individual in relation to that
Significant Adverse Event; or
d.where the Committee determines, in its sole discretion, that forfeiture is required
on the basis of prevailing regulatory requirements (which includes any legislation
or guidance published by a regulator from time to time). For the avoidance of
doubt, this includes (but is not limited to) having regard to sections 7 of
InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act
(Kreditwesengesetz) (as may be amended, modified or replaced from time to
time), including any order made by the German Federal Financial Supervisory
Authority (BaFin) or any other competent regulatory authority, including the US
Securities and Exchange Commission (SEC) and applicable securities listing
exchanges in relation to such regulatory requirements. Forfeiture may include
awards that are permitted to be recovered in satisfaction of the compliance
13
obligations of such rules or laws, if such recovery is the selected method of
recovery that the Committee determines is appropriate, alone or in combination
with other methods or means of recovery.
Forfeiture under this Rule 6.2 may occur either before or after the Participant
ceases to be a DB Employee for any reason.
6.3.Complete Forfeiture for Behaviour Amounting to Cause: A Participant shall
automatically forfeit any Awards which have not been Released if:
a.during the Participant’s employment as a DB Employee, the Participant is responsible
for an act or omission, or a series of acts or omissions, which amounted to behaviour
listed in the definition of Cause in Rule 2, whether or not the employment is terminated
as a result of those acts or omissions;
b.after the termination of the Participant’s employment as a DB Employee (for
whatever reason), it is determined that the Participant was responsible for an act or
omission, or a series of acts or omissions, while a DB Employee which gave rise to a
right on the part of any DB Group Company to terminate the Participant’s
employment for Cause, even if that right was not exercised; or
c.after the termination of the Participant’s employment as a DB Employee, the
Participant is responsible for an act or omission, or a series of acts or omissions,
which would have given rise to a right on the part of any DB Group Company to
terminate the Participant’s employment for Cause had the Participant been a DB
Employee at the time of the acts or omissions, in each case whether or not any DB
Group Company or any officer or employee of any DB Group Company knew at the
time of the act or omission, or series of acts or omissions, that the relevant right
had arisen or would arise. Neither the Participant nor any Representative shall have any
claim for compensation in relation to any forfeiture under this Rule 6.3.
6.4.Failure to provide details of brokerage or custody account: If the Net Award Shares
are to be Released into a brokerage or custody account following the Release Date in
accordance with Rule 7.1, and, if required by the Plan Administrator, the Participant
has not provided details of a valid brokerage or custody account in accordance with
Rule 7.2, the Committee may in its sole discretion forfeit the Award (and the Net
Award Shares), and neither the Participant nor any Representative shall have any
claim for compensation in relation to that forfeiture against any DB Group Company
or the Nominee (as applicable).
14
6.5.Complete Forfeiture in connection with Restricted Services: A Participant that has
ceased to be a DB Employee by reason of resignation, retirement or any other
termination elected by that Participant shall automatically forfeit without any claim
for compensation by the Participant or any Representative any Awards (or Tranche(s)
of an Award) that have not been Released if it is determined by the Committee in its
sole discretion that the Participant is employed or engaged in any capacity by a
Financial Services Firm (whether directly or via an intermediary and whether or not
for remuneration) in connection with the provision of Restricted Services before the
Release Date, except where:
a.the services are provided in the ordinary course of a business other than a Financial
Services Firm which employs or engages the Participant in any capacity; and
b.either:
i.the majority of the clients to whom the Participant’s services are provided are not
Financial Services Firms; or
ii.the services provided by the Participant taken as a whole are not Restricted Services.
6.6.Suspension:
a.If the Committee considers that circumstances may be such that forfeiture may
result under Rule 5.3, Rule 6.1(a) to (f), Rule 6.2, Rule 6.3, Rule 6.5 or Rule 6.7, the
Release Date for an Award may at the sole discretion of the Committee be
delayed until after those circumstances have been investigated (including, but not
limited to, pursuant to any investigation referred to in Rule 6.2) and a
determination regarding forfeiture has been made.
b.In addition, and without limitation to rule 6.2(d), the Committee may delay the
Release Date of an Award in order to comply with, or to enable the compliance
with, prevailing regulatory requirements (which, for the avoidance of doubt,
includes any legislation or guidance published by a regulator from time to time
and (without limitation) sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no.
5a, 6 of the German Banking Act (Kreditwesengesetz) (in each case, as may be
amended, modified or replaced from time to time)).
c.Where the Release Date for an Award is delayed under Rule 6.6(a) and a
determination has been made not to forfeit an Award (or portion of an Award), if:
i.the Participant disposes of the DB Shares immediately following the Release of
the Award; and
ii.the Committee determines that the Participant has suffered a disadvantage as
a result of the delay caused by the suspension due to changes in the value of a
DB Share or changes in the relevant foreign exchange rates between the first
date that DB Shares could have been sold by the Participant (taking account of
any restrictions on the Participant's ability to sell DB Shares imposed by
applicable laws or regulations, the requirements of any exchange on which DB
Shares are traded and any policy adopted by the Compliance Department)
following the date that Delivery was originally expected to occur (the "Earliest
Sale Date") and the date of sale following the delayed Release Date,the
Committee may, but is not obliged to, make a discretionary payment of such
sum as it considers appropriate to the Participant by way of compensation,
provided that in no event may any such sum exceed the difference in the value
of the relevant DB Shares at the original Release Date and the value of those
shares on the date of sale.
15
6.7.Additional Complete Forfeiture Provisions for Material Risk Takers: In addition to the
other forfeiture provisions contained in the Plan Rules (and without prejudice to the
operation of those provisions), if a Participant was a Material Risk Taker in any part of
a Performance Period in relation to which an Award was made, and the Committee
has determined that applicable laws or regulations require that a provision such as
this Rule 6.7 apply to that Award, any part of that Award that has not been Released
shall be forfeited, without any claim for compensation by the Participant or any
Representative, if the Committee determines in its sole discretion that the Material
Risk Taker has during that Performance Period:
a.participated to a significant extent in or been responsible for conduct that has resulted
in significant loss, save that on the basis of prevailing regulatory requirements, in
extreme exceptional cases the Material Risk Taker does not have to have been at
fault due to the materiality of the loss, or
b.participated to a significant extent in or been responsible for conduct that has
resulted in a material regulatory sanction for any DB Group Company (which, for
the avoidance of doubt, shall include any significant supervisory measure imposed on
DB Group or any DB Group Company); or
c.failed to comply to a significant extent with relevant external or internal rules regarding
appropriate standards of conduct (including, without limitation, standards of fitness
and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of
section 18 para 5 sentence 3 no. 2 of InstitutsVergV or a similar provision in any other
applicable regulation.
6.8.Clawback of Awards Delivered to Material Risk Takers or in relation to a competent
regulatory authority:
a.This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an
Award) which has been Released where the Participant was a Material Risk Taker in any
part of the Performance Period in relation to which the Award is made, and the
Committee has determined that applicable laws or regulations require that a
provision such as this Rule 6.8 apply to that Award, if the Committee determines in
its sole discretion that the Material Risk Taker has during that Performance Period:
i.participated to a significant extent in or been responsible for conduct that has
resulted in significant loss, save that on the basis of prevailing regulatory
requirements, in extreme exceptional cases the Material Risk Taker does not have
to have been at fault due to the materiality of the loss, or
ii.participated to a significant extent in or been responsible for conduct that has
resulted in a material regulatory sanction for any DB Group Company and the
Committee has determined that applicable laws or regulations require that a
provision such as this Rule 6.8 apply to that Award; or
iii.failed to comply to a significant extent with relevant external or internal rules
regarding appropriate standards of conduct (including, without limitation,
standards of fitness and propriety and/or any Applicable DB Group Policy or
Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of
InstitutsVergV or the equivalent provision in any other applicable regulation; or
iv.where the Committee determines, in its sole discretion, that clawback is required on
the basis of prevailing regulatory requirements (which includes any legislation or
guidance published by a regulator from time to time). For the avoidance of doubt,
this includes any order made by the German Federal Financial Supervisory
16
Authority (BaFin) or any other competent regulatory authority, including the US
Securities and Exchange Commission (SEC) and applicable securities listing
exchanges in relation to such regulatory or other legal requirements. Clawback
required by such rules or laws, may also include awards delivered as well as made in
the performance period, and, for the avoidance of doubt, may include awards that
are permitted to be recovered in satisfaction of the compliance obligations of such
rules or laws, if such recovery is the selected method of recovery that the
Committee determines is appropriate, alone or in combination with other
methods or means of recovery.
Clawback under this Rule 6.8 may occur either before or after the Participant ceases to be a
DB Employee for any reason.
b.Where the Committee determines that this Rule 6.8 applies in relation to an Award (or
Tranche of an Award), the Participant shall be required to reimburse the Clawback
Amount to the DB Group in accordance with the provisions of this Rule 6.8. The
Committee shall notify the Participant in writing of the determination and of the
Clawback Amount that is due from the Participant (a “Clawback Notice”).
c.For the purposes of this Rule 6.8, the “Clawback Amount” shall be either:
i.the number of DB Shares originally subject to the part of the Award that has
been Released, before any reduction in accordance with Rule 4.8, but taking
account of any reduction resulting from failure to meet a Performance Condition
in full, (the “Clawback Shares”); or
ii.the market value at the Release Date of the Clawback Shares (the “Clawback Cash”).
d.The Participant shall reimburse the DB Group for the Clawback Amount by either, at the
election of the Participant, transferring the Clawback Shares to such person or
entity designated by the Committee or paying the Clawback Cash to a DB Group
Company designated by the Committee, as directed by the Committee, in each
case as soon as possible after the Clawback Notice takes effect (as provided in Rule
12.2), and in any event within 30 days of that notice taking effect. If the Participant
fails to reimburse the DB Group within 30 days of the notice taking effect, the DB
Group reserves all of its rights to obtain reimbursement of the Clawback Amount
(whether the Clawback Shares or the Clawback Cash, or any combination thereof,
regardless of any election of the Participant) from the Participant in any way (or any
combination of ways) it deems appropriate to the extent permitted by law. Without
prejudice to the generality of the foregoing, any DB Group Company shall be
entitled to:
i.deduct the relevant sum or part of it from any amounts due to the Participant from
that DB Group Company (including salary) to the extent permitted by applicable
law; and/or
ii.institute legal proceedings against the Participant for the recovery of the
Clawback Amount or any part of it.
17
e.If the Committee considers that any taxation or social security contributions paid in
relation to the Award may not be recovered from or repaid by the relevant tax
authority following the application of this Rule 6.8, the Committee at its discretion,
may, but is not required to, reduce the Clawback Amount to take account of this taxation
or social security contributions. Where the Clawback Amount is so reduced, the
Participant shall make reasonable efforts to recover the amount of taxation and
social security contributions which resulted in the reduction from the relevant tax
authority, and if any such taxation or social security contributions are subsequently
recovered by the Participant from the relevant tax authority, the Participant shall pay
the amount of any such taxation or social security contributions recovered by the
Participant to the DB Group. If the Clawback Amount is reduced as described in this
Rule 6.8(e) and a DB Group Company recovers any amount of taxation or social security
contributions associated with the reduction, the DB Group Company shall retain the
amount so recovered.
f.Neither the Participant nor any Representative shall have any claim for compensation
as a result of the operation of this Rule 6.8.
g.This Rule 6.8 shall not apply to an Award unless the Clawback Notice is delivered so as
to take effect before the second anniversary of the Last Release Date for the Award.
For these purposes, the “Last Release Date” is the date set forth in the Award
Information as the date upon which the Award is Released, or where the Award is
granted in Tranches, the final date set forth in the Award Information as the date
upon which a Tranche of the Award is Released.
7.Release
7.1.Release: As soon as practicable following the Release Date of an Award (or Tranche
of an Award), the Participant shall be entitled to withdraw the Net Award Shares
subject to that Award or Tranche (taking account of any forfeiture in accordance with
the Plan Rules) from the Nominee and have the shares placed in a valid DB Group
brokerage or custody account, or other brokerage or custody account approved by
the Plan Administrator for this purpose, in the name of the Participant (and the
Nominee shall be entitled to so place the Net Award Shares regardless of whether so
requested by the Participant), and the Participant shall be free to sell those Shares,
subject to the requisite Compliance Department approval as referred to in Rule 11.6.
7.2.Custody/brokerage account: If required by the Plan Administrator, the Participant or
any Representative must provide to the Plan Administrator, before the Release Date
or such other date as identified by the Plan Administrator, details of a valid DB Group
brokerage or custody account, or other brokerage or custody account approved by
the Plan Administrator for this purpose, into which the Net Award Shares may be
placed, in a form satisfactory to the Plan Administrator.
7.3.Tax, social security and other statutory withholding: The Plan Administrator or any
DB Group Company may withhold such amount and make such arrangements as it
considers necessary to meet any liability to taxation, social security contributions or
any other statutory deduction in the event any such liability arises in respect of the
Release of Awards. Without limitation, the number of shares to be placed into a
Participant’s custody or brokerage account may be reduced by a number of DB
Shares or other assets with a value equal to the amount of such applicable tax, social
security requirements and any other statutory deductions, and in each case the
amount of the deduction or the reduced number of DB Shares shall be treated as
18
Released. Depending on the Participant’s individual circumstances, if a Participant
changes locations between the Award Date and Release, an Award may become
subject to multiple withholding taxes or double taxation. The Plan Administrator or
Nominee may sell an appropriate portion of the Net Award Shares and withhold
sufficient sale proceeds to satisfy the withholding liability, and such portion of the
Net Award Shares shall be treated as Released.
The Participant (or the Participant’s Representative, if applicable) is responsible for
reporting the receipt of income or the proceeds of any sale as a result of the
operation of this Rule 7.3 or otherwise to the appropriate tax authority (except where
any DB Group Company is legally obliged to account for such reporting).
No DB Group Company takes any responsibility (except where legally required) as to
the taxation, social security or other statutory deductions consequences of the
Participant participating in the Plan and a Participant should therefore seek
independent advice on tax, social security and other statutory deductions.
7.4.Proof of Certification: If the Plan Administrator requests any Proof of Certification,
the Participant must provide such Proof of Certification in a form satisfactory to the
Plan Administrator within 30 days of the request.
7.5.Notification of events: The Participant must notify the Plan Administrator of any
events which may result in the forfeiture of the Award or any part of it prior to any
Release Date. Furthermore, the Participant agrees that the Participant shall be
deemed to warrant and undertake to the Plan Administrator and each DB Group
Company on each Release Date that the Participant has not acted in any way giving
rise to forfeiture pursuant to these Plan Rules at any time prior to the relevant
Release Date.
If, contrary to Rule 6, the Participant derives any benefit, following the Release Date,
to which the Participant is not entitled then the Plan Administrator (or any relevant
DB Group Company) shall be entitled to a full recovery of all benefits derived by the
Participant wrongly in breach of the warranty and undertaking and/or contrary to
Rule 6. This shall be without prejudice to any other rights which any DB Group
Company may have arising out of the act or omission giving rise to forfeiture.
7.6.Compliance: Any action in relation to an Award or the Award Shares is subject to any
approvals or consents required under any applicable laws or regulations or by any
governmental authority, the requirements of any exchange on which DB Shares are
traded and any policy adopted by the Compliance Department.
19
8.Corporate events
8.1.Effect of Change of Control: Except as may otherwise be specified in a Participant’s
Award Information, on or before the occurrence of a Change of Control, the
Committee shall have the sole discretion to determine whether none, some or all of
the outstanding Awards will be Released (and the extent to which any Performance
Conditions applicable to those Awards shall be treated as satisfied) as a result of the
Change of Control, to the extent not already Released.
8.2.Corporate successors: The Plan shall not be automatically terminated by a transfer or
sale of the whole or substantially the whole of the assets of Deutsche Bank AG, or by
its merger or consolidation into or with any other corporation or other entity, but the
Plan or an equivalent equity incentive plan shall be continued after such sale, merger
or consolidation subject to the agreement of the transferee, purchaser or successor
entity. In the event that the Plan is not continued by the transferee, purchaser or
successor entity, the Plan shall terminate subject to the provisions of the Plan,
including Rule 7 and Rule 10, and the Participant or any Representative shall have no
further claim for compensation arising out of any such termination of the Plan.
8.3.Changes in capitalisation: If any change affects DB Shares on account of a merger,
reorganisation, rights issue, extraordinary stock dividend, stock split or similar
changes which the Committee reasonably determines justifies adjustments to
Awards, the Plan Administrator shall make such appropriate adjustments as are
determined by the Committee to be necessary or appropriate to prevent
enlargement or dilution of rights.
9.Administration
9.1.Administration by the Plan Administrator: The Plan Administrator shall be
responsible for the general operation and administration of the Plan in accordance
with its terms and for carrying out the provisions of the Plan in accordance with such
resolutions as may from time to time be adopted, or decisions made, by the
Committee and shall have all powers necessary to carry out the provisions of the
Plan.
9.2.Interpretation by the Committee: The Committee will have full discretionary power
to interpret and enforce the provisions of this Plan and to adopt such regulations for
administering the Plan as it decides are necessary or desirable. All decisions made by
the Committee (including, for the avoidance of doubt, by the Plan Administrator, the
DB Group or a DB Group Company, where designated in the Plan Rules as the body
to make the decision) pursuant to the Plan are final, conclusive and binding on all
persons, including the Participants and any DB Group Company.
9.3.Forfeiture and Release: The Committee shall have full discretion to determine
whether or not any of the events or activities set forth in Rule 5 and/or Rule 6 has
occurred.
20
10.Amendment or termination of the Plan
10.1.Termination of Plan: The Committee may terminate the Plan at any time in its sole
discretion. Termination of the Plan (as opposed to amendment of the Plan) would be
without prejudice to the subsisting rights of Participants.
10.2.Amendment of Plan: The Committee may at any time amend, alter or add to all or
any of the provisions of the Plan (including, for the avoidance of doubt, the
amendment of existing Schedules and the addition of new Schedules) or of any
Award Information or any Performance Condition in any respect in its sole discretion,
provided that the Committee cannot materially adversely affect a Participant’s
existing Award except:
a.with the Participant’s prior consent; or
b.where the amendment, alteration or addition is made in order to comply with
applicable regulatory requirements which, for the avoidance of doubt, includes
any legislation or guidance published by a regulator from time to time.
For the avoidance of doubt, no oral representation or statement made by any party,
including any employee, officer, or director of any DB Group Company as to the
interpretation, application or operation of this Plan or any Awards under it either
generally or to any specific set of circumstances shall bind any DB Group Company
unless it is confirmed in writing by the Plan Administrator or Senior Executive
Compensation Committee.
11.General
11.1.No guarantee of benefits or unintended rights:
a.The granting of an Award is at the sole discretion of the Committee (or other
persons the Committee permits to make Awards under Rule 4.1). The
Committee is not obligated to make any Award, or permit any Award to be
made, in the future or to allow DB Employees to participate in any future or
other compensation plan even if an Award has been awarded in one or more
previous years.
b.Nothing in these Plan Rules shall be construed as an obligation or a guarantee
by any DB Group Company, the Committee or the Plan Administrator with
respect to the future value of an Award.
c.No Participant or any Representative shall have any right to receive a benefit
under the Plan except in accordance with the terms of these Plan Rules.
d.An Award and resulting distribution shall not (except as may be required by
taxation law or other applicable law) form part of the emoluments of individuals
or count as wages or remuneration for pension or other purposes.
e.If a Participant ceases to be a DB Employee for any reason, and, as a result, loses
or suffers a diminution in value of an Award in accordance with the Plan Rules,
that Participant shall not be entitled, and shall be deemed irrevocably to have
waived any entitlement, to any compensation by way of damages or otherwise in
connection with that loss or diminution in value in relation to the Award, except
as specifically provided for in the Rules.
21
f.Notwithstanding anything to the contrary in these Rules, the Participant shall
not have, and waives any right to, bring a claim against any DB Group Company
for any loss caused or alleged to have been caused by the manner in which any
discretion referred to in these Rules has been exercised (or, as the case may be,
not exercised).
11.2.No enlargement of Participant rights: The establishment of the Plan and the making
of Awards under it is entirely at the sole discretion of the Committee, shall not be
construed as an employment agreement and shall not give any Participant the right
to be retained as a DB Employee or to otherwise impede the ability of any DB Group
Company to terminate the Participant’s employment. No communications
concerning the Award shall be construed as forming part of a Participant’s terms and
conditions of employment or any employment agreement with any DB Group
Company.
11.3.Severability: The invalidity or non-enforceability of any one or more provisions of
these Rules shall not affect the validity or enforceability of any other provision of
these Rules, which shall remain in full force and effect.
11.4.Limitations on liability: Notwithstanding anything to the contrary in these Rules,
neither any DB Group Company, the Plan Administrator, nor any individual acting as
an employee, agent or officer of any DB Group Company or the Plan Administrator,
shall be liable to any Participant, former employee or any Representative for any
claim, loss, liability or expense incurred in connection with the Plan.
11.5.Claims by Participants: Any claim or action of any kind by a Participant or
Representative with respect to benefits under the Plan or these Plan Rules, including
any arbitration or litigation filed in a court of law, must be brought within one year
from the date a Participant’s Award was Released or would have been Released had
such Award not been forfeited or lapsed pursuant to these Rules, save to the extent
that this restriction would be unlawful under applicable law.
11.6.Dealing in DB Shares: Any dealing in DB Shares acquired by a Participant pursuant to
the Plan shall remain subject to the requisite Compliance Department approval.
11.7.Participant confidentiality: For the avoidance of doubt, nothing in these Rules shall
prohibit or restrict the Plan Administrator, any Participant or any Group Company
from disclosing information to any securities exchange, tax or regulatory authority
having jurisdiction over any Group Company or in order to take professional advice or
as ordered by a court of competent jurisdiction. Additionally, neither the Plan
Administrator, any Participant nor any Group Company is prevented by these Rules
from reporting any wrongdoing to a statutory regulator in circumstances in which
there is a duty to disclose that wrongdoing or from reporting a criminal offence to
the police or other relevant criminal enforcement body.
11.8.Assignment: Except in accordance with Rule 4.9, an Award is not transferable or
assignable by the Participant. Notwithstanding this, any DB Group Company shall
have the right to novate and/or assign its contractual rights and/or obligations under
this Plan in full or in part to any other DB Group Company or an Acquirer Entity at its
sole discretion without the express consent of the Participant.
22
11.9.Data protection: Any DB Group Company may collect and process various data that
is personal to Participants (including, for example, name and address, taxpayer and
social security identification numbers, and employee number or other means of
confirming employment and title or position with a DB Group Company) for the
purposes of administering the Plan, compliance with any requirement of law or
regulation, including tax-related requirements, and the prevention or investigation of
crimes and malpractice. This data will be collected directly from the Participant or
from the DB Group Company that employs the Participant. A failure or refusal on the
part of the Participant to provide or update the data (or to agree to the uses of the
Participant’s personal data described above) may result in the DB Group being
unable to administer the Plan in respect of the Participant. A DB Group Company
may disclose this data to its affiliates or service providers (including the Plan
Administrator) in connection with the administration of the Plan. Some data
processing may be done outside the country in which the Participant is employed,
where laws and practices relating to the protection of personal data may be weaker
than those in the country in which the Participant is employed, including in the
United States of America, but wherever practicable the DB Group will take steps to
ensure that Participants’ personal information is adequately protected and complies,
so far as possible, with the local data protection legislation in the country in which
the Participant is employed. In certain circumstances courts, law enforcement
agencies or regulatory agencies within or outside the country in which the
Participant is employed may be entitled to access the data. Depending on the
country in which the Participant is employed, the Participant may have the right to
request access to, a copy of and correction of information held by the DB Group and
may write to the local Data Protection Officers of the DB Group, at the contact
details which will be provided from time to time, for these purposes and also to
request that the DB Group specify or explain its policies and procedures in relation to
data and the types of data held.
11.10.Entire agreement: These Plan Rules together with the Award Information (and, if any
Performance Condition is set out in an Award Letter, that Award Letter) set forth the
entire understanding of the parties with respect to the Award described on the
Award Information. Any agreement, arrangement or communication, whether oral or
written, pertaining to the Award described in the Award Information is hereby
superseded and the foregoing Award shall be subject to the provisions of these Plan
Rules. To the extent that there is any inconsistency between these Rules and the
Award Information or other communications, these Plan Rules shall prevail.
23
12.Notices
12.1.Form of notices: All notices or other communications with respect to these Plan
Rules shall be in writing and be delivered in person, by email, by facsimile
transmission, by registered mail (return receipt requested, postage prepaid) or as may
otherwise be indicated by the Plan Administrator (including via any online computer
processes established by the Plan Administrator).
Notices or communications to the Plan Administrator or any DB Group Company
shall be sent to the following address (or to such other address or in such other
manner for the Plan Administrator or any DB Group Company as shall be notified to
the Participant):
Plan Administrator (or DB Group Company)
HR Performance & Reward
c/o DB Group Services (UK) Limited 21 Moorfields
London EC2Y 9DB, United Kingdom
12.2.When notices take effect: Notices or other communications shall take effect:
a.if delivered by hand, upon delivery;
b.if posted, upon delivery, or, in relation to communications sent to a Participant by
first class post, 10.00 a.m. (UK time) on the second day after posting if earlier;
c.if sent by facsimile or email, when a complete and legible copy of the relevant
communication, whether that sent by facsimile or email (as the case may be) or a
hard copy sent by post or delivered by hand, has been received at the
appropriate address; and
d.if sent via any online computer processes established by the Plan Administrator,
when that communication is registered by the system or acknowledged by the
Participant, as the case may be.
12.3.Participants’ contact details: It is each Participant’s responsibility to keep the Plan
Administrator updated with any change to address and other contact details for that
Participant. By participating in the Plan, each Participant acknowledges and agrees
that the Participant shall have no claim for compensation or otherwise for any loss
suffered as a result of, or in connection with, a failure to keep contact details
updated. Any notice or other communication given to a Participant by the Plan
Administrator or any DB Group Company shall be validly given if sent to the last
address validly notified to the Plan Administrator by the Participant (or in the
absence of any such notification to the address that the Plan Administrator
reasonably believes to be that Participant’s address, or to be that Participant’s
address before any change of address which has not been validly notified to the Plan
Administrator).
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13.Applicable law and jurisdiction
Interpretation of these Plan Rules shall be governed by and construed in accordance with the
laws of England and Wales to the exclusion of the rules on the conflict of laws. All disputes
arising out of or in connection with this Award shall be subject to the exclusive jurisdiction of
the courts of England and Wales.
The effective date of this document is March 1, 2026.
These Plan Rules (as may be amended from time to time) apply to all Awards granted on or
after this Date and before Plan Rules are issued with a later effective date which will
supersede and replace these Plan Rules in relation to future grants of Awards.
25
Deutsche Bank Restricted Share Plan 2026
Schedule 1: Californian Employees
This schedule (“Schedule”) modifies the provisions of the Deutsche Bank Restricted Share Plan,
as amended from time to time (the “Plan”) with respect to Awards (1) in relation to which the
Participant may, in the absence of the amendments effected by this Schedule, would be
subject to rules concerning non-competition and non-solicitation, which are not permissible in
the State of California.
The provisions of this Schedule apply automatically to those Awards (whether applicable at
the Award Date or not) and supersede any contrary provisions contained in the Plan or any
Award Information provided thereunder in relation to the respective Participants.
Any capitalized terms contained but not defined in this Schedule shall have the meaning
provided in the Plan.
These modifications are made to the Plan with the intent that the Plan be compliant with
Californian Law:
1 Definitions
The following definitions are removed from Rule 2 of the Plan:
“Restricted Services” means services that are substantially similar to any or all of the services
provided by the Participant during the 12-month period prior to the Participant
ceasing to be a DB Employee.
“Proof of Certification” means any information deemed necessary or desirable by the Plan
Administrator (i) to confirm a Participant’s compliance with the terms and provisions of an
Award; (ii) to enable the Plan Administrator to apply the terms and provisions of an Award; or
(iii) to enable the Plan Administrator (or any DB Group Company) to comply with its
obligations in relation to an Award, including, but not limited to: copies of tax returns and
employment or payroll-related documentation, or any confirmation or agreement by a
Participant deemed necessary or desirable by the Plan Administrator to carry out any of
the Plan Rules or any other rule or regulation, as determined by the Plan Administrator
(including without limitation confirmation or agreement that the Participant is bound by
the Plan Rules in relation to an Award).
General forfeiture and clawback
Rule 6.1 shall be replaced with the following:
6.1 Complete Forfeiture for certain acts: In addition to the other forfeiture provisions
contained in the Plan Rules, a Participant shall automatically forfeit any Awards that
have not been Released, without any claim for compensation by the Participant or any
Representative, if any of the following events or activities occurs at any time prior to the
Release Date for that Award, during or following employment as a DB Employee:
a.the Participant directly or indirectly obtains, uses, discloses or disseminates
Proprietary Information to any other company, individual or entity or otherwise
employs Proprietary Information, except as specifically required in the proper
performance of the Participant’s duties for any DB Group Company;
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b.the Participant acts in a manner that is prejudicial to the reputation of the DB Group or
any DB Group Company;
c.the Participant or any Representative is responsible for any act or omission that
breaches the terms of any agreement into which the Participant has entered with any
DB Group Company, including any settlement or separation agreement or
compromise agreement.
Rule 6.5 shall not apply for employees or former employees within the State of California.