|
Exhibit 10.1
AMENDMENTS TO CERTAIN STOCK-BASED AND INCENTIVE
PLANS OF
FIRST HORIZON NATIONAL CORPORATION
RELATED TO CAPITAL ADJUSTMENTS AND
MISCONDUCT
Approved by the Board of Directors July 15,
2008
________________________________
Amendments related to Capital
Adjustments
1. The final sentence of
Section 4(B) of the First Horizon National Corporation 2003 Equity
Compensation Plan hereby is amended to read as follows:
“After any adjustment made pursuant to this
paragraph, the number of Shares subject to each outstanding Award
shall be rounded down to the nearest whole number so that any
fractional share resulting from such adjustment is
eliminated.”
2. Section 5(b) of the First
Tennessee National Corporation Non-Employee Directors’
Deferred Compensation Stock Option Plan, adopted in 1995 and
amended and restated October 22, 1997, hereby is amended to read as
follows:
|
“(b)
|
Any increase in the number of outstanding shares of
Common Stock through stock splits or stock dividends having a
record date on or after July 15, 2008 shall be reflected
proportionately in an increase in the aggregate number of shares
then available for the grant of Stock Options under the Plan, or
becoming available through the termination or forfeiture of Stock
Options previously granted but unexercised and in the number
subject to Stock Options then outstanding, and a proportionate
reduction shall be made in the per-share exercise price as to any
outstanding Stock Options or portions thereof not yet exercised.
Any fractional shares resulting from such adjustments shall be
eliminated. If changes in capitalization other than those
considered above shall occur, the Board, as it deems appropriate to
preserve Participant’s benefits and to meet the intent of the
Plan, may make equitable adjustments to the number of shares
available under the Plan and covered by outstanding Stock Options
and to the exercise prices of outstanding Stock Options in the
event of any change in capitalization or similar action affecting
Common Stock. Such actions may include, but are not limited to, any
combination or exchange of shares, merger, consolidation,
recapitalization, spin-off or other distribution (other than normal
cash dividends) of Company assets to shareholders, or any other
change affecting the Common Stock.”
|
3. The foregoing amendments
in paragraphs 1 and 2 shall be effective immediately as to all
awards presently outstanding or granted in the future under the
amended plans.
Amendments related to
Misconduct
4.
The title and paragraph (i) of Section 15(T) of the
First Horizon National Corporation 2003 Equity Compensation Plan
are amended to read as follows:
|
“(T)
|
Forfeiture and Reimbursement in the Context of
Misconduct .
|
|
|
(i)
|
In the event of a material restatement of the
Company’s financial statements and to the extent permitted by
governing law, the Company reserves the right (and in certain cases
may have the legal duty) to cause or seek the forfeiture of all or
any portion of any Performance Award held by any Participant,
and/or the reimbursement by any Participant to the Company of all
or any portion of any Performance Award paid (as defined in
paragraph (iii) below) to the Participant, for any Performance
Award granted prior to July 16, 2008 having any performance period
beginning on or after January 1, 2008 where:
|
|
|
a)
|
the amount or payment of the Performance Award was
predicated upon the achievement of financial results of the Company
(including any financial reporting segment or unit) or any
Subsidiary that were subsequently the subject of a material
restatement; and
|
|
|
b)
|
the Board or the Committee concludes in good faith
that the Participant engaged in fraud or intentional misconduct
that was a material cause of the need for the restatement;
and
|
|
|
c)
|
a lower payment or no payment would have been made
to the Participant based directly or indir
|
|
