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THE SOUTH FINANCIAL GROUP
MANAGEMENT INCENTIVE COMPENSATION
PLAN
(Amended and Restated Effective January 1,
2008)
DISCLAIMER
THIS DOCUMENT IS NOT A CONTRACT OF EMPLOYMENT.
THE EMPLOYMENT RELATIONSHIP BETWEEN THE SOUTH FINANCIAL GROUP, INC.
AND ITS AFFILIATED COMPANIES (COLLECTIVELY, “TSFG”) AND
EMPLOYEES WHO DO NOT HAVE A SPECIFIC INDIVIDUAL EMPLOYMENT CONTRACT
IS AT-WILL AND VOLUNTARY. THIS MEANS THAT EITHER TSFG OR THE
EMPLOYEE CAN TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME WITH
OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE. THE EMPLOYMENT AT-WILL
STATUS OF SUCH EMPLOYEES CANNOT BE ALTERED BY THIS DOCUMENT OR ANY
OTHER STATEMENT OR REPRESENTATION, BUT CAN ONLY BE CHANGED BY A
WRITTEN CONTRACT, WHICH MUST BE SIGNED BY THE APPROPRIATE MEMBER OF
TSFG’S EXECUTIVE COMMITTEE.
ALL EMPLOYEES WHO HAVE ENTERED INTO OR MAY LATER
ENTER INTO SUCH A WRITTEN CONTRACT ARE FURTHER ADVISED THAT THIS
DOCUMENT DOES NOT AND CANNOT IN ANY WAY ALTER, MODIFY, OR AMEND
SUCH A CONTRACT.
ALL EMPLOYEES ARE FURTHER ADVISED THAT THE
EMPLOYMENT RELATIONSHIP BETWEEN TSFG AND ITS EMPLOYEES IS NOT
MODIFIED IN ANY WAY BY ANY EMPLOYEE'S OWNERSHIP, VESTING, OR OTHER
INTEREST OF ANY KIND IN ANY BENEFIT OR ASSET THAT MAY BE PROVIDED
OR AWARDED UNDER THIS PLAN.
SOME PROVISIONS OF THIS PLAN MAY BE CONDITIONED
UPON CONTINUED EMPLOYMENT WITH TSFG OR MAY OTHERWISE BE RELATED TO
THE DURATION OF EMPLOYMENT WITH TSFG. NO RELATIONSHIP BETWEEN THE
PROVISIONS OF THIS PLAN AND A PARTICIPANT'S STATUS AS AN EMPLOYEE
WITH TSFG SHALL CONSTITUTE AN ALTERATION OF ANY KIND TO THE
EMPLOYMENT RELATIONSHIP BETWEEN TSFG AND SUCH
PARTICIPANT.
I
PURPOSE
The South Financial Group Management Incentive
Compensation Plan (the “Plan”) which, subject to
approval by the stockholders of The South Financial Group (the
“Company”), shall be effective with respect to Covered
Employees as of January 1, 2003, is designed to provide a
significant and variable economic opportunity to selected officers
and employees of the Company as a reflection of their individual
and group contributions to the success of the Company and its
subsidiaries. Payments pursuant to Section IX of the Plan are
intended to qualify under Section 162(m)(4)(C) of the Internal
Revenue Code of 1986, as amended, as excluded from the term
“applicable employee remuneration” (such payments are
hereinafter referred to as “Excluded
Income”).
II
DEFINITIONS
“Board” shall mean the Board of
Directors of the Company.
“Bonus” shall mean a cash award payable
to a Participant pursuant to the terms of the Plan, including an
Incentive Award.
“Code” shall mean the Internal Revenue
Code of 1986, as amended.
“Committee” shall mean the Compensation
Committee of the Board.
“Company” shall mean The South Financial
Group, a South Carolina corporation, and its
subsidiaries.
“Covered Employees” shall mean
Participants designated by the Committee who are or are expected to
be “covered employees” within the meaning of
Section 162(m)(3) of the Code for the Measurement Period in
which a Bonus hereunder is payable and for whom the Committee
intends that amounts payable hereunder constitute Excluded
Income.
“Disinterested Person” shall mean a
member of the Board who qualifies as an “outside
director” for purposes of Section 162(m) of the
Code.
“Incentive Award” shall have the meaning
set forth in Article IX hereof.
“Individual Agreement” shall mean an
employment, consulting or similar agreement between a Participant
and the Company or one of its Subsidiaries or
Affiliates.
“Measurement Period” shall have the
meaning set forth in Article IX hereof.
“Participant” shall have the meaning set
forth in Article IV hereof.
“Payment Date” shall mean the date
following the conclusion of a particular Measurement Period on
which the Committee certifies that applicable Performance Goals
have been satisfied and authorizes payment of corresponding
Bonuses. Notwithstanding any other provision of this Plan, the
Payment Date shall be no later than March 15 following the last day
of the Measurement Period on which the Bonus is based.
“Performance Goals” shall have the
meaning set forth in Article IX hereof.
“Target Bonus” shall mean the amount
determined by multiplying a Participant’s base salary as of
the last day of the applicable Measurement Period by a percentage
designated by the Committee in its sole discretion at the time the
award is granted, which percentage need not be the same for each
Participant. Notwithstanding the foregoing, in the case of a
Participant who is a Covered Employee, such Target Bonus shall be
determined based upon the Participant’s base salary as of the
day immediately preceding the commencement of the applicable
Measurement Period. The maximum Bonus payable to a Participant for
any Measurement Period shall be 250 percent of such
Participant’s annual base salary (as determined above)
appropriately adjusted to reflect the length of such Measurement
Period.
III
ADMINISTRATION
The Plan shall be administered by the Committee or
such other committee of the Board which is composed of not less
than two Disinterested Persons, each of whom shall be appointed by
and serve at the pleasure of the Board.
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