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EXHIBIT
10.1
November 12,
2008
[Senior
Executive Officer]
c/o First Horizon
National Corporation
Memphis, TN
38103
Dear [Senior
Executive Officer] ,
First Horizon National
Corporation (the “ Company ”) has been approved
to enter into a Securities Purchase Agreement (the “
Participation Agreement ”), with the United States
Department of Treasury (“ Treasury ”) that
provides for the Company’s participation in the
Treasury’s TARP Capital Purchase Program (the “
CPP ”).
For the Company to
participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company
is required to establish specified standards for incentive
compensation to its senior executive officers and to make changes
to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will
receive as a result of the Company’s participation in the
CPP, you agree as follows:
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(1)
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No Golden
Parachute Payments . The Company is prohibiting
any golden parachute payment to you during any “CPP Covered
Period”. A “ CPP Covered Period ” is any
period during which (A) you are a senior executive officer and (B)
Treasury holds an equity or debt position acquired from the Company
in the CPP.
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(2)
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Recovery of
Bonus and Incentive Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to
recovery or “clawback” by the Company if the payments
were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.
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(3)
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Compensation
Program Amendments. Each of the Company’s
compensation, bonus, incentive and other benefit plans,
arrangements and a
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