FIRST TENNESSEE NATIONAL
CORPORATION
BANK ADVISORY DIRECTOR DEFERRAL
PLAN
(Adopted October 18, 1991; As
Restated for Amendments through December 15, 2008)
1.
Purpose . The First Tennessee National Corporation Bank
Advisory Director Deferral Plan (“Plan”) is designed to
attract and retain advisory directors of First Tennessee Bank
National Association (“Bank”) of outstanding ability by
providing an attractive method to defer compensation by allow
participants to elect to receive stock options on shares of the
common stock of Bank’s parent, First Tennessee National
Corporation (“Company”), in lieu of fees.
2.
Effective Date and Duration of Plan . The Plan shall become
effective when approved by the Board of Directors of the Company
(“Board of Directors”). No options may be granted under
the Plan after January 1, 1997. The term of options granted on
or before such date may, however, extend beyond that
date.
3. Shares
Subject to Plan . Subject to adjustment as provided in
Section 9 herein, the shares issuable under the Plan upon the
exercise of stock options shall not exceed in the aggregate 80,000
shares of the common stock, par value $2.50, of the Company. Such
shares may be provided from shares purchased in the open market or
privately or by the issuance of previously authorized but unissued
shares. If any options previously granted under the Plan for any
reason lapse or are forfeited, the shares subject to such option
shall be restored to the total number available for
grant.
4.
Administration of Plan . The Plan shall be administered by a
committee (the “Committee”) whose members shall be
appointed from time to time by, and shall serve at the pleasure of,
the Board of Directors. In addition, all members shall be directors
of the Company and (to the extent necessary for any plan of the
Company to comply with SEC Rule 16b-3 or any director to
qualify as a disinterested person) shall meet the definitional
requirements for “disinterested person” (with any
exceptions therein permitted) contained in the then current SEC
Rule 16b-3 or any successor provision. Subject to the
provisions of the Plan, the Committee is granted the authority to
interpret the Plan, adopt such rules of procedure as it may deem
proper, and make all other determinations necessary or advisable
for the administration of the Plan; provided, however, the
Committee shall have no discretion to make awards under the Plan.
The Plan provides for the automatic, non-discretionary, grant of
stock options to eligible Bank Advisory Directors (hereinafter
defined) who elect to participate in the Plan.
5.
Participation in Plan . All advisory directors of Bank who
are members of Regional or Community Bank Advisory Boards who are
not salaried employees of the Company or any subsidiary of the
Company and who are not directors of Company or Bank (“Bank
Advisory Directors”) are eligible to participate in the Plan.
Participation shall commence on the first day of the month (but not
before January 1, 1992) following receipt by the Committee or
its designee of an irrevocable election to receive stock options in
lieu of all attendance fees to be earned on and after such day and
prior to January 1, 1997.
6.
Non-statutory Stock Options . All options granted under the
Plan shall be non-statutory stock options not intended to qualify
as incentive stock options under Section 422A of the Internal
Revenue Code of 1986, as amended.
7. Terms,
Conditions, and Form of Options . Each option granted under the
Plan shall be evidenced by a written agreement in such form as the
Committee shall from time to time approve, which agreements shall
comply with and be subject to the following terms and
conditions:
(a)
Option Grant Dates . Options shall be granted automatically
on the first business day of each January and July subsequent to
the first day of participation to each eligible Bank Advisory
Director who is participating in the Plan.
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(b)
Option Formula . The number of shares subject to option
granted to an eligible Bank Advisory Director shall be equal to the
nearest whole number of shares computed in accordance with the
following formula:
Number of shares =
A/B, where
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A =
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Attendance fees earned during the
two consecutive quarters preceding the option grant date. (For the
initial grant, only attendance fees earned on or subsequent to the
first day of participation shall be included in the
computation.)
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B =
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One
half of the fair market value of one share of Company common stock
on the option grant date.
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(c)
Option Price . The option price per share to be paid by the
Bank Advisory Director to the Company upon the exercise of the
option shall be 50 percent of the fair market value of a share
on the option grant date. “Fair Market Value” for
purposes of the Plan 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. In the event that this method of valuation
is practicable, then the Committee, in its discretion, shall
establish the method by which fair market value shall be
determined.
(d)
Non-transferability . Each option granted under the Plan
shall be non-transferable other than by will or by the laws of
descent and distribution, subject to Section 7(k) hereof, and each
option may be exercised during the lifetime of the grantee only by
him or by his guardian or legal representative.
(e)
Option Grant . Each option granted under the Plan shall be
exercisable only during a term commencing on the option grant date
and ending (unless the option shall have terminated earlier under
other provision of the Plan) on the month and day in the 20th year
following the year of grant corresponding to the day before the
month and day on which the option was granted.
(f)
Exercise of Options. Options shall be exercise by delivering
the Committee or is designee: (1) A notice, in the form
prescribed by the Committee, specifying the number of shares to be
purchased; (2) A check or money order payable to the Company
for the full option price. Upon receipt of such notice of exercise
of a stock option and upon payment of the option price, the Company
shall promptly deliver to the grantee a certificate or certificates
for the shares purchased, without charge to him or her for issue or
transfer tax.
(g)
Postponements . The Committee may postpone any exercise of
an option for such period of time as the Committee, in its
discretion, reasonably believes necessary to prevent any acts or
omissions that the Committee reasonably believes will be or will
result in the violation of any state or federal law; and the
Company shall not be obligated by virtue of any option agreement or
any provision of the Plan to recognize the exercise of an option or
to sell or issue shares during the period of such postponement. Any
such postponement shall automatically extend the time within which
the opt
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