UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report:
March 24, 2014
Date of earliest event reported:
March 18, 2014

FULTON FINANCIAL
CORPORATION
(Exact name of Registrant as specified in its Charter)

Pennsylvania
0-10587
23-2195389
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
One Penn Square
Lancaster, Pennsylvania
 
17604
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: 717-291-2411
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
      £   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      £   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      £   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      £   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2014, the Board of Directors (the “Board”) of Fulton Financial Corporation (“Fulton”), based on the recommendations of the Human Resources Committee (the “HR Committee”) of the Board, approved Performance Share and Time-Vested Restricted Stock Unit Awards, as defined under Fulton’s Amended and Restated Equity and Cash Incentive Compensation Plan (the “2013 Plan”). The form of Restricted Stock Unit award agreements, for Time-Vested and Performance Share Awards to be granted April 1, 2014 and in the future under the 2013 Plan, were also approved by the Board on March 18, 2014, and are attached hereto as Exhibits 10.1 and 10.2.
The preceding description of these Restricted Stock Unit award agreements is qualified in its entirety by reference to the full text of the form of award agreements which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference. The 2013 Plan was previously filed as Exhibit 10.1 of the Fulton Current Report on Form 8-K, dated May 3, 2013.
Item 9.01 Financial Statements And Exhibits
(d)    Exhibits.

Exhibit No.
Description
10.1
Time-Vested Restricted Stock Unit Award Agreement
10.2
Performance Share Restricted Stock Unit Award Agreement
 
 






























SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2014
FULTON FINANCIAL CORPORATION

 
By:   /s/ Daniel R. Stolzer                             
 
Daniel R. Stolzer
 
Executive Vice President
 
and General Counsel








Fulton Financial
CORPORATION


Time-Vested Restricted Stock Unit Award Agreement
[Date]
[Name]
[Address]
[Address]

Re:
Time-Vested Restricted Stock Unit Award under the Fulton Financial Corporation (the “Company”) Amended and Restated Equity and Cash Incentive Compensation Plan, as may be further amended (the “2013 Plan”)                                         
Dear _________:
Congratulations. You are the recipient of a Time-Vested Restricted Stock Unit Award under the 2013 Plan. The Award has the following terms and conditions. Unless specifically mentioned below, the Award has the terms set forth in the 2013 Plan as of the Award Date.
Award Provision
Description
Awarded to:
 
Award Date:
 
No. of Shares:
 
Exercise Price:
$0.00 per share
Schedule for lapse of forfeiture restrictions:
 
  Lapse on death, Disability or Retirement?:
____ Yes____ No
  Retirement payment six-month delay?:
____ Yes____ No
Right to Dividend Equivalents?:
____ Yes____ No
  Dividend Equivalent Restrictions:
 
Other Terms authorized under 2013 Plan:
 

Upon lapse of forfeiture restrictions on all or a portion of this Award, you are authorized to tender back to the Company shares under the Award in payment of applicable taxes.

Very Truly Yours,
 
[Signatory]

By my signature below, I hereby acknowledge receipt of this Award, which was made to me on the Award Date shown above under, and subject to the terms and conditions of the 2013 Plan. I further acknowledge having received a copy of the 2013 Plan and the prospectus describing the 2013 Plan.

Signature: ________________________________          Date: ____________________







Fulton Financial
CORPORATION

Performance Share Restricted Stock Unit Award Agreement

[DATE]

Dear ____________:
Pursuant to the terms, and subject to the conditions of the Amended and Restated Equity and Cash Incentive Compensation Plan (the “2013 Plan”) of Fulton Financial Corporation (the “Company”), you have been awarded a Performance Share Award in the form of performance-based restricted stock units (“PRSUs”). The earning and vesting provisions and the total number of PRSUs that could be earned under each component are described below.
Participant:
_________________________
Award Date:
_________________________
Aggregate Total PRSUs:
_________________________
Range of Potential PRSUs, as a Percentage of Target:
______________% to ________________% (at the Award Date)
Range of Potential PRSUs in shares:
0 to _________________________
Dividend Equivalents:
The PRSUs will earn dividend equivalents during the performance period at the rate of dividends per share paid by the Company on its outstanding shares of common stock. Dividend equivalents will be accrued to be reinvested in additional PRSUs based on the average price of the Company’s stock on the payment date of the dividend. Dividend equivalents will be accrued but not issued until the PRSUs are earned, vested and issued. Dividend equivalents will be forfeited if the PRSUs are forfeited.
 
 
Grant Price:
$0.00
Service Period for PRSU Award
_________________________to _________________________.
 
 
Forfeiture:
As per the 2013 Plan
 
 
Net Settlement of Award:
Yes
 
 
Performance Component
_________________________
  Performance Period:
_________________________ to _________________________
Performance Goals:
_________________________
     Shares at minimum:
0 (Goal of ___)
     Shares at target:
______ (Goal of ___)
     Shares at maximum:
______ (Goal of ___)
  Determination of PRSUs
  earned:
By no later than _________________________, the HR Committee shall determine and certify the extent to which the performance goal has been achieved, and the level of achievement. The HR Committee has the authority to extrapolate between 0% and 150% the number of PRSUs earned.
  Earning and Vesting Date:
The later of _________________________ or the date the Committee certifies as to the achievement of the Performance Goal, but no later than _________________________.







The vesting of this Award will have tax consequences for you. We recommend that you consult your tax advisor. You have seven (7) days after the date of this Award Certificate to sign and return it to Controllers Department to either accept or decline this Award. If you elect to decline the Award, please note that below, sign the Award Certificate and return it within the time period above.
The Company appreciates your contributions to the Company’s growth and believes this Award is designed to incentivize you to work toward the achievement of the designated corporate goals and, therefore, enhance the value of the Company for its shareholders and other stakeholders.
Very Truly Yours,
 
[Signatory]

I _______ accept _______ decline this Award.
______________________
[Name]
Date: