FIRST TENNESSEE NATIONAL
CORPORATION
1992 RESTRICTED STOCK INCENTIVE PLAN
(As Restated for Amendments through December 15,
2008)
1. Purpose.
The purpose of the First Tennessee National Corporation 1992
Restricted Stock Incentive Plan (the “Plan”) is to
advance the interests of First Tennessee National Corporation and
any successor thereto (the “Company”) by awarding
restricted shares of the common capital stock of First Tennessee
National Corporation, par value $0.625 per share (“Common
Stock”), to certain officers and other key executives of the
Company and its subsidiaries who make exceptional contributions to
the Company by their ability, loyalty, industry, and innovativeness
and by making automatic, nondiscretionary grants of restricted
shares to non-employee Directors. The Company intends that the Plan
will closely associate the interests of officers and key executives
and Directors with those of the Company’s shareholders and
will facilitate securing, retaining, and motivating officers and
key executives and Directors of high caliber and
potential.
2. Administration.
The Plan shall be administered by the Human Resources Committee
(the “Committee”) of the Board of Directors (the
“Board”) of the Company. No person shall be appointed
to the Committee (a) who is (or has been during the one year
period prior to such appointment) eligible to receive an award
under the Plan (except as specifically provided under Section 4(b)
for non-employee Directors) or any other similar plan of the
Company; or (b) who has received an award under the Plan
(except for an award under section 4(b)) if, at the time of such
appointment, any restriction on the transferability of the shares
so awarded remains in effect or remained in effect at any time
during the one-year period immediately prior to such appointment.
The Committee shall have full and final authority in its discretion
to interpret conclusively the provisions of the Plan; to decide all
questions of fact arising in its application; to determine the
employees to whom awards shall be made under the Plan; to determine
the award to be made and the amount, size, terms and restrictions
of each such award; to determine the time when awards will be
granted; and to make all other determinations necessary or
advisable for the administration of the Plan other than
determinations required in connection with awards granted under
Section 4(b), except to the extent permitted under
Rule 16b-3 of the Securities and Exchange Commission
(“SEC”).
3. Shares
Subject to Plan. The shares issued under the Plan shall not exceed
in the aggregate 1,320,000 shares of Common Stock. Such shares
shall be authorized and unissued shares. Any shares which are
awarded hereunder and subsequently forfeited shall again be
available under the Plan.
(a) Persons eligible to participate in the
Plan and receive awards under Section 5 shall be limited to
those officers and other key executives of the Company or any of
its subsidiaries who, in the judgment of the Committee, make a
significant impact upon the profitability of the Company through
their decisions, actions and counsel. Members of the Board who are
not also officers or employees of the Company or its subsidiaries
shall not be eligible for selection or awards, except as
specifically provided in Section 4(b).
(b) Each
current Director of the Company on the effective date of the Plan
who is not a salaried officer or employee of the Company or any of
its subsidiaries (“non-employee Director”) shall
receive an award of 6,000 shares of restricted Common Stock
(“restricted shares”) on May 1, 1992 or the date
required by Section 14 of the Plan, if later. Each new
non-employee Director who becomes a Director after the effective
date of the Plan shall receive an award of 6,000
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restricted
shares on the later of the date specified in the prior sentence or
the first business day of the month following the date such person
becomes a Director. Restricted shares granted under this Section
4(b) shall be evidenced by a written agreement in such form as the
Committee shall from time to time approve, which agreement shall
comply with and be subject to the following terms and
conditions:
(1) Restrictions. Share awarded, and the
right to vote such shares and to receive dividends thereon, may not
be sold, assigned, transferred, exchanged, pledged, hypothecated,
or otherwise encumbered during the restriction period specified
herein. During the restriction period the non-employee Director
shall have all other rights of a shareholder, including, but not
limited to, the right to vote and receive dividends on such
shares.
(2) Certificates. Each certificate
evidencing restricted shares shall be deposited with the Company
Treasurer, accompanied by a stock power in blank executed by the
non-employee Director, and shall bear an appropriate restrictive
legend.
(3) Forfeiture. In the event that the
non-employee Director’s directorship terminates for any
reason other than death, disability (defined as a total and
permanent disability), retirement (which is defined as any
termination not caused by death or disability, after the attainment
of age 65 or ten years of service as a director of the Company), or
a Change in Control (defined below) of the Company, all shares
which at the time are restricted shares shall be forfeited to the
Company. If a non-employee Director’s directorship ends as a
result of death, disability, retirement, or a Change in Control,
all restrictions shall lapse. A “Change in Control” of
the Company shall have occurred when a person (other than the
Company, a subsidiary of the Company, or an employee benefit or
stock plan of the Company) or other entity, alone or together with
its Affiliates and Associates (as those terms are used in the
regulations under the Securities Exchange Act of 1934), becomes the
beneficial owner of 20% or more of the general voting power of the
Company.
(4) Lapse
of Restrictions. Subject to the provisions of Section 4(b)(3),
all restrictions shall lapse at the rate of ten percent (10%) per
year on the month and day in each year following the year of grant
corresponding to the day before the month and day on which the
grant was made.
(5) Fair
market value. Fair market value as of any date shall be the mean
between the high and low sales prices at which shares of Company
Common Stock were sold on the valuation day as quoted by NASDAQ or,
if there were no sales on that date, then on the last day prior to
the valuation day during which there were sales.
(6) Tax
Election. The non-employee Director will enter into an agreement
with the Company not to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended.
(7) Nontransferability. If required by the
then current SEC Rule 16b-3 or any successor provision, then
notwithstanding anything herein to the contrary, restricted shares
acquired under this Section 4(b) of the Plan may not be sold for at
least six months after acquisition, except in the case of the
non-employee Director’s death or disability.
5. Awards.
The Committee shall make awards of shares of Common Stock to
persons eligible under Section 4(a) in accordance with terms and
conditions set forth in restricted stock agreements (the
“Agreements”) executed by participants in such form and
containing such terms and conditions (including those set forth
below) consistent with the Plan as the Committee shall
determine.
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(a) Restriction Period. At the time of each
award, the Committee shall determine the period during which the
shares awarded shall be subject to the risks of forfeiture and
other terms and conditions in the Agreements. The Committee may at
any time accelerate the date of lapse of restrictions with respect
to all or any part of the shares awarded to a
participant.
(b) Certificates. Each certificate issued
in respect of shares awarded to a participant shall be deposited
with the Company, or its designee, together with a stock power
executed in blank by the participant, and shall bear an appropriate
legend disclosing the restrictions on transferability imposed on
such shares by the Plan and the Agreements.
(c) Restrictions Upon Transfer. Shares
awarded, and the right to vote such shares and to receive dividends
thereon, may not be sold, assigned, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered during the
restriction period applicable to such shares. During the
restriction period the participant shall have all other rights of a
stockholder, including, but not limited to, the right to vote and
receive dividends on such shares. If as a result of a stock
dividend, stock split, recapitalization, or other adjustment in the
stated capital of First Tennessee National Corporation, or as the
result of a merger, consolidation, or other reorganization, the
Common Stock is increased, reduced, or otherwise changed and by
virtue thereof the recipient shall be entitled to new or additional
or different shares, such shares shall be subject to the same
terms, conditions, and restrictions as the original
shares.
(d) Lapse
of Restrictions. The Agreements shall specify the terms and
conditions upon which any restrictions upon any shares awarded
under the Plan shall lapse. Upon the lapse of such restrictions,
certificates evidencing such shares of common stock without the
foregoing restrictive legend shall be issued to the participant or
his legal representative unless a valid deferral election has been
made pursuant to Section 16 hereof, in which case certificates
shall be issued as provided in Section 16. Each such new
certificate shall bear such alternative legend as the Committee
shall specify.
(e) Termination Prior to Lapse of
Restrictions. In the event of the termination of a
participant’s employment for any reason (except
(i) death or (ii), if the Committee approves, retirement or
total and permanent disability) prior to the lapse of Plan or
Agreement restrictions, all shares subject to unlapsed restrictions
shall be forfeited by such participant to the Company without
payment of any consideration by the Company, and neither the
participant nor any successors, heirs, assigns or personal
representatives of such participant shall thereafter have any
further rights or interest in such shares or
certificates.
(f) Death,
Disability or Retirement of Participant. Unless the Agreements
provided otherwise, all restrictions imposed by this Plan and the
Agreement shall lapse upon the death of the participant, or, if
such lapsing is approved by the Committee. upon the total and
permanent disability or retirement of the participant.
(g) Change
in Control. Notwithstanding anything herein to the contrary (except
for Section 4(b)(3), which is applicable solely to non-employee
directors), all restrictions imposed by this Plan or any Agreement
shall lapse immediately upon a Change in Control (as such term is
defined in the following sentence). A “Change in
Control” means the occurrence of any one of the following
events:
(i) individuals
who, on January 21, 1997, constitute the Board (the
“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board, provided that
any
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person becoming
a director subsequent to January 21, 1997, whose election or
nomination for election was approved by a vote of at least
three-fourths (3/4) of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an
Incumbent Director; provided , however , that no
individual elected or nominated as a director of the Company
initially as a result of an actual or threatened election contest
with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of
any person other than the Board shall be deemed to be an Incumbent
Director;
(ii) any
“Person” (as defined under Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Section 13(d) or Section 14(d) of the
Exchange Act) is or becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the
Board (the “Company Voting Securities”);
provided , however , that the event described in this
paragraph (ii) shall not be deemed to be a change in control
by virtue of any of the following acquisitions: (A) by the
Company or any entity in which the Company directly or indirectly
beneficially owns more than 50% of the voting securities or
interests (a “Subsidiary”), (B) by an employee
stock ownership or employee benefit plan or trust sponsored or
maintained by the Company or any Subsidiary, (C) by any underwriter
temporarily holding securities pursuant to an offering of such
securities, or (D) pursuant to a Non-Qualifying Transaction
(as defined in paragraph (iii));
(iii) the
shareholders of the Company approve a merger, consolidation, share
exchange or similar form of corporate transaction involving the
Company or any of its Subsidiaries that requires the approval of
the Company’s shareholders, whether for such transaction or
the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of
(x) the corporation resulting from such Business Combination
(the “Surviving Corporation”), or (y) if applicable,
the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to
elect directors of the Surviving Corporation (the “Parent
Corporation”), is represented by Company Voting Securities
that were outstanding immediately prior to the consummation of such
Business Combination (or, if applicable, is represented by shares
into which such Company Voting Securities were converted pursuant
to such Business Combination),
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