FIRST HORIZON NATIONAL
CORPORATION
2002 MANAGEMENT INCENTIVE
PLAN
(As Restated for Amendments through July 14,
2008)
Section 1.1 The purpose of the Plan is to provide a
financial incentive for key executives to encourage and reward
desired performance on key financial measures that will further the
growth, development and financial success of the Company and to
enhance the Company’s ability to maintain a competitive
position in attracting and retaining qualified key personnel who
contribute, and are expected to contribute, materially to the
success of the Company. The Plan is designed to replace the
existing First Tennessee National Corporation Management Incentive
Plan, as amended and restated, and to ensure that awards paid
pursuant to this Plan to eligible employees of the Company are tax
deductible under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”). This Plan shall be
submitted to the Company’s shareholders for approval pursuant
to 26 C.F.R. § 1.162.27(e)(4)(vi) at the annual meeting to be
held on April 16, 2002, and shall be effective for the 2002
fiscal year commencing on January 1, 2002. If the shareholders
do not approve the Plan, the Plan shall not become
effective.
Section 2.1 Whenever the following terms are used in this
Plan, they shall have the meaning specified below unless the
context clearly indicates to the contrary. The masculine pronoun
shall include the feminine and neuter and the singular shall
include the plural, where the context so indicates.
(a) “
Award ” shall mean an incentive compensation award
made to a Participant pursuant to this Plan that is subject to and
dependent upon the attainment of one or more Performance
Goals.
(b) “
Board ” shall mean the Board of Directors of the
Company.
(c) “
Change in Control ” shall mean the occurrence of any
one of (and shall be deemed to have occurred on the date of the
earliest to occur of) the following events:
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(i)
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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 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;
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(ii)
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any
“Person” (as defined under Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) 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)
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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) hereof);
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(iii)
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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), and such
voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities
among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan
sponsored or maintained by the Surviving Corporation or the Parent
Corporation), is or becomes the beneficial owner, directly or
indirectly, of 20% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the
Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) were
Incumbent Directors at the time of the Board’s approval of
the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the
criteria specified in (A), (B) and (C) above shall be
deemed to be a “Non-Qualifying Transaction”);
or
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(iv)
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the
shareholders of the Company approve a plan of complete liquidation
or dissolution of the Company or a sale of all or substantially all
of the Company’s assets.
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Computations
required by paragraph (iii) shall be made on and as of the
date of shareholder approval and shall be based on reasonable
assumptions that will result in the lowest percentage obtainable.
Notwithstanding the foregoing, a change in control of the Company
shall not be deemed to have occurred solely because any person
acquires beneficial ownership of more than twenty percent (20%) of
the Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which reduces the number
of Company Voting Securities outstanding: provided, that if after
such acquisition by the Company such person becomes the beneficial
owner of additional Company Voting Securities that increases the
percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control of the company shall then
occur.
(d) “ Code ” shall mean
the Internal Revenue Code of 1986, as amended from time to
time.
(e) “ Committee ” shall
mean the Committee designated pursuant to Section 3.1 of this
Plan and shall consist solely of two or more members of the Board,
appointed by and holding office at the pleasure of the Board, each
of whom is both a “non-employee director” as defined by
Rule 16b-3 of the Securities Exchange Act of 1934, as amended,
and an “outside director” for purposes of Section
162(m) of the Code.
(f) “ Common Stock ”
shall mean the common stock of the Company, par value $0.625 per
share, as adjusted from time to time for stock splits.
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(g) “ Company ” shall
mean First Horizon National Corporation, and its successors and
assigns.
(h) “ Compensation ”
shall mean the base salary earned by a Participant during any
Performance Period.
(i) “ Covered Officer ”
shall mean at any date (i) any individual who, with respect to
the previous tax year of the Company, was a “covered
employee” of the Company within the meaning of Code Section
162(m), excluding any such individual whom the Committee, in its
discretion, reasonably expects not to be a “covered
employee” with respect to the current tax year of the Company
and (ii) any individual who was not a “covered
employee” under Code Section 162(m) for the previous tax year
of the Company, but whom the Committee, in its discretion,
reasonably expects to be a “covered employee” with
respect to the current tax year of the Company or with respect to
the tax year of the Company in which any applicable Award will be
paid.
(j) “ Disability ” shall
mean a disability that would qualify as a total and permanent
disability under the long-term disability plan then in effect at
the Company or Subsidiary employing the Participant at the onset of
such total and permanent disability.
(k) “ Early Retirement ”
shall mean the Termination of Employment of a Participant from the
employ or service of the Company, or any of its Subsidiaries
participating in the First Horizon National Corporation Pension
Plan, as amended from time to time, on or after the Participant has
attained the age of 55 and 15 years of employment or service
with the Company or any of its participating
Subsidiaries.
(l) “ Employee ” shall
mean any employee of the Company or a Subsidiary, whether such
employee is so employed at the time this Plan is adopted or becomes
so employed subsequent to the adoption of this Plan.
(m) “ Employer ” shall
mean the Company or a Subsidiary, whichever at the time employs the
Employee.
(n) “ Fair Market Value
” with respect to the Common Stock, shall mean, as of any
date, (i) the mean between the high and low sales prices at
which shares of Common Stock were sold on the New York Stock
Exchange, or any other such exchange on which the Common Stock is
traded, on such date, or, in the absence of reported sales on such
date, the mean between the high and low sales prices on the
immediately preceding date on which sales were reported, or
(ii) in the event there is no public market for the Common
Stock on such date, the fair market value as determined in good
faith by the Committee in its sole discretion.
(o) “ Maximum Award ”
shall mean the maximum Award payable under the Plan for the
attainment of Performance Goals in any Performance Period, which
Award (i) shall be payable for Superior Performance and
(ii) shall not exceed the lesser of two and one-half (2 1/2)
times the Target Award or $4,000,000 for any Performance
Period.
(p) “ Participant ”
shall mean an Employee who is selected to participate in the
Plan.
(q) “ Performance Goals
” shall mean the performance goals or targets for the
Performance Measures established by the Committee for each
Performance Period, the attainment of which is necessary for the
payment of an Award to a Participant at the completion of the
Performance Period. The level of the attainment of the Performance
Goals shall determine the amount of the Award payable hereunder.
Performance Goals may be expressed as an absolute amount or
percent, as a ratio, or per share or per Employee.
(r) “ Performance Measures
” shall mean one or more, or any combination, of the
following Company, Subsidiary, operating unit, division, line of
business, department, team or business unit financial performance
measures: stock price, dividends, total shareholder return,
earnings per share, market capitalization, book value, revenues,
expenses, loans, deposits, noninterest income, net interest income,
fee income, operating income before or after taxes, net income
before or after taxes, net income before securities transactions,
net or operating income
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excluding
non-recurring charges, return on assets, return on equity, return
on capital, cash flow, credit quality, service quality, market
share, customer retention, efficiency ratio, strategic business
objectives, consisting of one or more objectives based on meeting
specified cost targets, business expansion goals, and goals
relating to acquisitions or divestitures; and except in the case of
a Covered Officer, any other performance criteria established by
the Committee, including Personal Plan Goals.
(s) “ Performance Period
” shall mean the fiscal-year period to be used in measuring
the degree to which the Performance Goals relating to Awards have
been met; provided, however, that for purposes of the initial
Performance Period of the Plan, Performance Period shall mean the
period commencing on January 1, 2002 and ending
December 31, 2002.
(t)
“Personal Plan Goals ” shall mean the individual
performance goals to be achieved by a Participant in a Performance
Period which are not based upon corporate performance, as
recommended by the Chief Executive Officer of the Company and
approved by the Committee.
(u) “ Plan ” shall mean
the First Horizon National Corporation 2002 Management Incentive
Plan, as amended from time to time.
(v) “ Retirement ” shall
mean the Termination of Employment of a Participant after the
Participant (i) has fulfilled all service requirements for a
pension under the terms of the First Horizon National Corporation
Pension Plan, as amended from time to time, or (ii) has
achieved a certain number of years of service with the Company or
any Subsidiary participating in the First Horizon National
Corporation Pension Plan, as amended from time to time, and
attained a certain age, that the sum of the Participant’s
years of service and age equals or exceeds the number
75.
(w) “ Subsidiary ” shall
mean any corporation or other person of which a majority of its
voting power or its equity securities or equity interest is owned
directly or indirectly by the Company.
(x) “ Superior Performance
” shall mean the Performance Goals established for any
Performance Period, the attainment of which is necessary for the
payment of the Maximum Award for that Performance
Period.
(y) “ Target Award ”
shall mean the Award payable to a Participant under the terms of
the Plan for the achievement of 100% of the Performance Goal in any
Performance Period, expressed as a percentage of a
Participant’s Compensation in accordance with
Section 5.1 of the Plan.
(z) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between a Participant and the
Employer is terminated for any reason, with or without Cause,
including, but not by way of limitation, a termination by
resignation, discharge, death, Disability, Early Retirement or
Retirement, but excluding (i) terminations where there is a
simultaneous reemployment or continuing employment of a Participant
by the Employer; (ii) at the discretion of the Committee,
terminations which result in a temporary severance of the
employee-employer relationship; and (iii) at the discretion of the
Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by the Employer with the
former Employee. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from a
discharge for cause, and all questions of whether particular leaves
of absence constitute Terminations of Employment. However,
notwithstanding any provision of this Plan, the Employer has an
absolute and unrestricted right to terminate an Employee’s
employment at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in
writing.
(aa) “ Threshold Performance
” shall mean the level of attainment of the Performance Goal
necessary for the payment of any Award upon the completion of any
Performance Period.
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Article III – Plan
Administration
Section 3.1 Subject to the authority and powers of the Board
in relation to the Plan as hereinafter provided, the Plan shall be
administered by a Committee designated by the Board. The Committee
shall have full authority to interpret the Plan and from time to
time to adopt such rules and regulations not inconsistent with the
terms of the Plan for carrying out the Plan as it may deem best in
its sole and absolute discretion; provided, however, that the
Committee may not exercise any authority otherwise granted to it
hereunder if such action would have the effect of increasing the
amount of
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