EXHIBIT 10.19
LIMITED CONFIDENTIALITY AND NON-COMPETE
AGREEMENT
This
AGREEMENT is by and between First Horizon National
Corporation, FTN Financial, and any and all of their predecessors,
successors, assigns, subsidiaries, parents, affiliates and their
respective directors, officers, employees, agents, attorneys and
representatives, past, present or future (“the
Company”) and Jim L. Hughes
(“Hughes”).
WHERE AS , Hughes has served as President of FTN Financial,
a subsidiary of First Horizon National Corporation, and
WHEREAS, the Company and Hughes deem it desirable to execute
a written document setting forth certain agreements to become
effective as of the date of Hughes’s anticipated retirement
from the Company,
NOW THEREFORE , in consideration of the promises and mutual
obligations set forth in this Agreement, the Company and Hughes
agree as follows:
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I.
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Consideration.
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Beginning January 1, 2007, and
for a period of up to five (5) years thereafter, at Hughes’s
sole option, the Company will provide office space, an
administrative assistant paid by the Company, equipment, and
supplies for Hughes in an amount valued at approximately $100,000
annually, and to total no more than $500,000 over the five (5) year
period in the event that Hughes opts to utilize the office and
services for the full five (5) year period. Subject only to the
partial limitations concerning the selection of office space stated
below, Hughes shall have sole and complete authority and discretion
with respect to the implementation and utilization of the benefits
provided by the Company to Hughes under this paragraph I of this
Agreement. This office space will initially be located in the
building on Crossover Lane where Hughes’s current office is
located, and may be relocated to another building (exclusive of any
building containing a competitor of the Company) after 90 days at
the sole discretion of the then President of FTN Financial. Hughes
and the Company acknowledge that, prior to this Agreement, the
Company was under no duty or obligation to provide this
consideration to Hughes, and that, pursuant to this Agreement, the
Company shall provide this consideration to Hughes in exchange for
Hughes’s agreement to be bound by all of the provisions
contained in this Limited Confidentiality and Non-Compete
Agreement.
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II.
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Limited Release and
Waiver.
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Except as described below, and
except for the Company’s obligations to Hughes under this
Agreement, in consideration of the benefits described in Section I
above, and other good and valuable consideration, the receipt and
sufficiency of which Hughes acknowledges by his signature on this
Agreement, Hughes does, for himself, his heirs, personal
representatives, agents and assigns, fully, absolutely, and
unconditionally hereby release the Company from any and all claims,
demands, liabilities, causes of action, and fees (including
attorneys’ fees), whether known or unknown, up to
the
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time that Hughes signs this
Agreement, that could be the subject of a lawsuit, including, but
not limited to, those arising out of or in any way related to
Hughes’s employment and/or resignation from employment by the
Company. Hughes acknowledges that the released and waived claims
include, but are not limited to, those arising out of or related to
the Age Discrimination in Employment Act of 1967, Title VII of the
Civil Rights Act of 1864, the Civil Rights Act of 1866 and 1871,
the Americans with Disabilities Act of 1990, the Tennessee Human
Rights Act, the Family and Medical Leave Act of 1993, and the
Employee Retirement Income Security Act of 1974, all as amended, as
well as claims of negligence, tort, breach of contract, or those
arising under any other federal or state or local statute,
ordinance, regulation, or common law. Nothing in this Agreement
will operate to waive or release any claim, etc. that arises only
after the signing of this Agreement. Notwithstanding the foregoing,
nothing in this Agreement shall operate or be construed to release,
waive, relinquish, modify, or diminish, in any way, Hughes’s
rights and claims to receive from the Company the specified
compensation, stock, and benefits, and any other compensation,
stock, and benefits to which Hughes is entitled under any
agreement, under the terms of his employment by the Company or by
operation of law except as set forth above, all of which
compensation, stock, and benefits the Company hereby expressly
acknowledges and agrees that Hughes is entitled to receive, and
that the Company shall pay, convey, grant, or provide to
Hughes.
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III.
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Limited Confidentiality and
Non-Disclosure.
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Except as stated below, in order
to protect the legitimate interests of the Company, Hughes agrees
that he will not disclose to any other persons or entities,
directly or indirectly, any proprietary information relating to the
Company’s business and/or financial plans or other
confidential business information and/or trade secrets of the
Company which Hughes received or to which Hughes was given access
during his employment with the Company.
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However, with the concurrence of
the President of FTN Financial, this obligation of confidentiality
and non-disclosure shall not apply to mutually agreed statements
concerning the existence, subject matter, content, or substance of
this Agreement, nor shall it apply to Hughes’s disclosure of
information to attorneys and/or financial or tax consultants from
whom Hughes seeks advice.
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If the confidentiality provisions
of this Agreement are violated by Hughes or someone to whom Hughes
discloses confidential information, then Hughes will be responsible
for all reasonable enforcement costs, including, but not limited
to, actual and reasonable attorney’s fees.
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Notwithstanding any other
provisions of this Agreement, Hughes understands that nothing in
this Agreement, including the remedy provisions for any breach by
Hughes, will apply to any action brought by him to challenge the
validity of this Agreement in a legal proceeding under the Older
Workers Benefit Protection Act with respect to claims under the Age
Discrimination in Employment Act.
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IV.
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Effect of Hughes’s
Voluntary Termination From Employment.
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Hughes acknowledges and agrees
that as the result of his voluntary decision to retire and the
Company’s agreement to accept his decision to retire,
employment with the Company will cease as of
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