FIRST HORIZON NATIONAL
CORPORATION
2000 EMPLOYEE STOCK OPTION PLAN
(Adopted October 20, 1999; As Restated for Amendments through
December 15, 2008)
1.
Purpose . The 2000 Employee Stock Option Plan (the
“Plan”) of First Horizon National Corporation and any
successor thereto (the “Company”), is designed to
enable employees of the Company and its subsidiaries to obtain a
proprietary interest in the Company, and thus to share in the
future success of the Company’s business. Accordingly, the
Plan is intended as a further means not only of attracting and
retaining outstanding personnel, but also of promoting a closer
identity of interest between employees and shareholders.
2.
Definitions. As used in the Plan, the following terms
shall have the respective meanings set forth below:
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(a)
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“Cause” shall mean
(i) a grantee’s conviction of, or plea of guilty or
nolo contendere (or similar plea) to, (A) a misdemeanor
charge involving fraud, false statements or misleading omissions,
wrongful taking, embezzlement, bribery, forgery, counterfeiting or
extortion, (B) a felony charge or (C) an equivalent
charge to those in clauses (A) and (B) in jurisdictions
which do not use those designations; (ii) the engaging by a
grantee in any conduct which constitutes an employment
disqualification under applicable law (including statutory
disqualification as defined under the Exchange Act); (iii) a
grantee’s failure to perform his or her duties to the Company
or its Subsidiaries; (iv) a grantee’s violation of any
securities or commodities laws, any rules or regulations issued
pursuant to such laws, or the rules and regulations of any
securities or commodities exchange or association of which the
Company or any of its Subsidiaries or affiliates is a member;
(v) a grantee’s violation of any policy of the Company
or its Subsidiaries concerning hedging or confidential or
proprietary information, or a Participant’s material
violation of any other policy of the Company or its Subsidiaries as
in effect from time to time; (vi) the engaging by a grantee in
any act or making any statement which impairs, impugns, denigrates,
disparages or negatively reflects upon the name, reputation or
business interests of the Company or its Subsidiaries; or
(vii) the engaging by the grantee in any conduct detrimental
to the Company or its Subsidiaries. The determination as to whether
Cause has occurred shall be made by the Committee in its sole
discretion. The Committee shall also have the authority in its sole
discretion to waive the consequences under the Plan or any Award
Agreement of the existence or occurrence of any of the events, acts
or omissions constituting Cause.
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(b)
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“Change in Control”
means the occurrence of any one of the following events:
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(i) 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;
(ii) any
“Person” (as defined under Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and 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) 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
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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));
(iii) 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
(iv) 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.
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 occur solely because any person acquires beneficial
ownership of more than 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.
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(c)
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“Committee” means the
Stock Option Committee or any successor committee designated by the
Board of Directors to administer this Plan, as provided in Section
5(a) hereof.
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(d)
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“Compensation Plans”
shall mean any compensation plan such as an incentive, stock
option, restricted stock, pension restoration or deferred
compensation plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability, accident, life
insurance plan or a relocation plan or policy or any other plan,
program or policy of the Company intended to benefit employees,
including, without limitation, any Compensation Plans established
after the date this Plan is adopted or amended.
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(e)
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“Disability” shall mean,
unless otherwise defined in the applicable option agreement or
grant notice, a disability that would qualify as a total and
permanent disability under the long-term disability plan then in
effect at the Employer employing the grantee at the onset of such
total and permanent disability.
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(f)
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“Early Retirement” means
termination of employment after an employee has fulfilled all
service requirements for an early pension, and before his or her
Normal Retirement Date, under the terms of the First Horizon
National Corporation Pension Plan, as amended from time to
time.
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(g)
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“Employer” shall mean
the Company or any Subsidiary that employs a grantee of an option
under this Plan.
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(h)
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“Good Reason” shall
mean, following notice given by the grantee of an option to the
Company:
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(i) an
adverse change in the grantee’s status, title or position
with the Company as in effect immediately prior to the Change in
Control, including, without limitation, any adverse change in the
grantee’s status, title or position as a result of a
diminution in the grantee’s duties or responsibilities, or
the assignment to the grantee of any duties or responsibilities
which are inconsistent with such status, title, or position as in
effect immediately prior to the Change in Control, or any removal
of the grantee from, or any failure to reappoint or reelect the
grantee to, such position (except in connection with the
termination of the grantee’s employment for Cause, Disability
or Retirement or as a result of the grantee’s death and
except by the grantee other than for Good Reason);
(ii) a
reduction by the Company in the grantee’s base salary or
annual target bonus opportunity (including any adverse change in
the formula for such annual bonus target) as in effect immediately
prior to the Change in Control or as the same may be increased from
time to time thereafter;
(iii) the
failure by the Company to provide the grantee with Compensation
Plans that provide the grantee with substantially equivalent
benefits in the aggregate to the Compensation Plans as in effect
immediately prior to the Change in Control (at substantially
equivalent cost with respect to welfare benefit plans);
and
(iv) the
Company’s requiring the grantee to be based at an office that
is greater than 25 miles from where the grantee’s office is
located immediately prior to the Change in Control;
provided,
however, (a) that an isolated and inadvertent action taken in
good faith and which is remedied by the Company within ten
(10) days after receipt of notice thereof given by the grantee
shall not constitute Good Reason, and (b) no action shall
constitute a Good Reason if the grantee has acknowledged to the
Company in writing that a Good Reason will not arise from that
action.
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(i)
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“Qualifying Termination”
shall mean a termination of the employment of a grantee with the
Company resulting from any of the following:
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(i) a
termination of the employment or engagement of a grantee by the
Company and its Subsidiaries within thirty-six (36) months
following a Change in Control, other than a termination for Cause,
Disability or Retirement or as a result of the grantee’s
death; or
(ii) a
termination of employment by a grantee for Good Reason within
thirty-six (36) months following a Change in Control.
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(j)
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“Quota” means the
portion of the total number of shares subject to an option which
the grantee of the option may purchase during the several periods
of the term of the option (if the option is subject to quotas), as
provided in Section 8(b) hereof.
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(k)
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“Retirement” means
termination of employment after an employee 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.
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(l)
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“Subsidiary” means a
subsidiary corporation as defined in Section 425 of the
Internal Revenue Code.
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(m)
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“Successor” means the
legal representative of the estate of a deceased grantee or the
person or persons who shall acquire the right to exercise an option
or related SAR by bequest or inheritance or by reason of the death
of the grantee, as provided in Section 10 hereof.
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(n)
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“Term of the Option”
means the period during which a particular option may be exercised,
as provided in Section 8(a) hereof.
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(o)
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“Three months after cessation
of employment” means 5:00 p.m. Memphis time on the date
corresponding numerically with the date reflected in the
Company’s records as the effective date of termination of
employment in the third month following the month in which the
effective date of termination of employment occurs (or in the event
that such third following month does not have a date so
corresponding, then the last day of the third following month).
Also, if the last day of such period is not a business day, then
the period will end at 5:00 p.m. Memphis time on the last business
day of such period.
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(p)
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“Five years after (an event
occurring on day x)” and “five years from (an event
occurring on day x)” means 5:00 p.m. on the date in the fifth
year following the year in which day x occurred corresponding
numerically with day x (or in the event that day x is
February 29, then February 28 in the fifth following
year). Also, if the last day of such period is not a business day,
then the period will end at 5:00 p.m. Memphis time on the last
business day of such period.
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(q)
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“Voluntary Resignation”
means any termination of employment that is not involuntary and
that is not the result of the employee’s death, Disability,
Early Retirement or Retirement.
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(r)
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“Workforce Reduction”
means any termination of employment of one or more employees of the
Company or one or more of its subsidiaries as a result of the
discontinuation by the Company of a business or line of business or
a realignment of the Company, or a part thereof, or any other
similar type of event; provided, however, in the case of any such
event (whether the termination of employment was a result of a
discontinuation, a realignment, or another event), that the
Committee or the Board of Directors has designated the event as a
“workforce reduction” for purposes of this
Plan.
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3.
Effective Date of Plan. The Plan shall become
effective upon approval at a shareholder meeting by the holders of
a majority of the shares of Company common stock present, or
represented, at such meeting and entitled to vote on the Plan. No
options may be granted under the Plan after the month and day in
the year 2010 corresponding to the day before the month and day on
which the Plan becomes effective. The term of options granted on or
before such date may, however, extend beyond that date, but no
incentive stock options may be granted which are exercisable after
the expiration of ten (10) years after the date of the
grant.
4. Shares
Subject to the Plan.
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(a)
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The
Company may grant options under the Plan authorizing the issuance
of no more than 1,500,000 shares of its $0.625 par value (adjusted
for any stock splits) common stock, which will be provided from
shares purchased in the open market or privately or by the issuance
of previously authorized but unissued shares. For purposes of
computing the maximum number of shares that may be issued under the
Plan, if shares are tendered in payment of all or a portion of the
exercise price, then the number of shares issued in connection with
such exercise is the number of shares subject to option that was
exercised, net of the number tendered in payment.
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(b)
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Shares as to which options
previously granted under this Plan shall for any reason lapse shall
be restored to the total number available for grant of
options.
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(a)
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The
Plan shall be administered by a Stock Option Committee (the
“Committee”) whose members shall be appointed from time
to time by, and shall serve at the pleasure of, the Board of
Directors of the Company. In addition, all members shall be
directors and shall meet the definition
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